Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | KORRO BIO, INC. |
Entity Central Index Key | 0001703647 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | One Kendall Square |
Entity Address, Address Line Two | Building 600-700 |
Entity Address, Address Line Three | Suite 6-401 |
Entity Address, City or Town | Cambridge |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02139 |
City Area Code | 617 |
Local Phone Number | 468-1999 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 47-2324450 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | One Kendall Square |
Entity Address, Address Line Two | Building 600-700 |
Entity Address, Address Line Three | Suite 6-401 |
Entity Address, City or Town | Cambridge |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02139 |
City Area Code | 617 |
Local Phone Number | 468-1999 |
Contact Personnel Name | Ram Aiyar |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 46,119 | $ 36,333 | $ 83,492 |
Short-term investments | 0 | 18,915 | 35,040 |
Prepaid expenses and other current assets | 3,026 | 1,835 | 1,243 |
Total current assets | 49,145 | 57,083 | 119,775 |
Property and equipment, net | 12,892 | 9,866 | 6,446 |
Advance payments for property and equipment | 351 | 76 | 695 |
Operating lease right-of-use assets | 26,425 | 2,024 | |
Other non-current assets | 7,018 | 4,693 | 659 |
Total assets | 95,831 | 73,742 | 127,575 |
Current liabilities: | |||
Accounts payable | 2,836 | 2,605 | 789 |
Accrued expenses and other current liabilities | 5,711 | 3,175 | 3,221 |
Deferred rent, current portion | 939 | ||
Operating lease liabilities, current portion | 992 | 2,921 | |
Total current liabilities | 9,539 | 8,701 | 4,949 |
Deferred rent, net of current portion | 969 | ||
Operating lease liabilities, net of current portion | 30,228 | 209 | |
Other non-current liabilities | 2 | ||
Total liabilities | 39,767 | 8,910 | 5,920 |
Commitments and contingencies | |||
Stockholders' deficit | |||
Common stock | 7 | 5 | 5 |
Additional paid-in capital | 4,315 | 2,802 | 1,595 |
Accumulated other comprehensive loss | (5) | (7) | |
Accumulated deficit | (157,579) | (101,833) | (43,801) |
Total stockholders' deficit | (153,257) | (99,031) | (42,208) |
Total liabilities, convertible preferred stock and stockholders' deficit | 95,831 | 73,742 | 127,575 |
Series Seed Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock | 15,924 | 15,924 | 15,924 |
Series A Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock | 77,736 | 77,736 | 77,736 |
Series B1 Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock | 57,703 | 57,703 | 57,703 |
Series B2 Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock | $ 57,958 | $ 12,500 | $ 12,500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock shares authorized | 117,138,030 | 115,838,000 | 115,838,000 |
Common stock, shares, issued | 6,006,000 | 5,462,000 | 5,276,000 |
Common stock, shares, outstanding | 6,002,000 | 5,404,000 | 4,788,000 |
Series Seed Convertible Preferred Stock [Member] | |||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 13,781,000 | 13,781,000 | 13,781,000 |
Temporary equity, shares issued | 13,781,000 | 13,781,000 | 13,781,000 |
Temporary equity, shares outstanding | 13,781,000 | 13,781,000 | |
Temporary equity, liquidation preference | $ 16,115 | $ 16,115 | $ 16,115 |
Series A Convertible Preferred Stock [Member] | |||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 40,848,000 | 40,848,000 | 40,848,000 |
Temporary equity, shares issued | 40,848,000 | 40,848,000 | 40,848,000 |
Temporary equity, shares outstanding | 40,848,000 | 40,848,000 | 40,848,000 |
Temporary equity, liquidation preference | $ 91,500 | $ 91,500 | $ 91,500 |
Series B1 Convertible Preferred Stock [Member] | |||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 22,222,000 | 22,222,000 | 22,222,000 |
Temporary equity, shares issued | 22,222,000 | 22,222,000 | 22,222,000 |
Temporary equity, shares outstanding | 22,222,000 | 22,222,000 | 22,222,000 |
Temporary equity, liquidation preference | $ 58,000 | $ 58,000 | $ 58,000 |
Series B2 Convertible Preferred Stock [Member] | |||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 20,863,000 | 20,863,000 | 20,863,000 |
Temporary equity, shares issued | 20,863,000 | 4,496,000 | 4,496,000 |
Temporary equity, shares outstanding | 20,863,000 | 4,496,000 | 4,496,000 |
Temporary equity, liquidation preference | $ 58,000 | $ 12,500 | $ 12,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||
Research and development | $ 41,828 | $ 30,052 | $ 42,201 | $ 23,805 |
General and administrative | 15,813 | 12,485 | 16,797 | 11,689 |
Total operating expenses | 57,641 | 42,537 | 58,998 | 35,494 |
Loss from operations | (57,641) | (42,537) | (58,998) | (35,494) |
Other income, net | ||||
Change in fair value of preferred stock tranche liability | 13,505 | |||
Other income, net | 1,895 | 539 | 976 | 32 |
Total other income, net | 976 | 13,537 | ||
Loss before provision for income taxes | (58,022) | (21,957) | ||
Provision for income taxes | 10 | 2 | ||
Net loss | $ (55,746) | $ (41,998) | $ (58,032) | $ (21,959) |
Net loss per share, basic | $ (9.98) | $ (8.3) | $ (11.3) | $ (4.94) |
Net loss per share, diluted | $ (9.98) | $ (8.3) | $ (11.3) | $ (4.94) |
Weighted-average common shares outstanding, basic | 5,583 | 5,058 | 5,136 | 4,447 |
Weighted-average common shares outstanding, diluted | 5,583 | 5,058 | 5,136 | 4,447 |
Comprehensive loss: | ||||
Net loss | $ (55,746) | $ (41,998) | $ (58,032) | $ (21,959) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale investments | 5 | (3) | 2 | (7) |
Comprehensive loss | $ (55,741) | $ (42,001) | $ (58,030) | $ (21,966) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Series Seed Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B-1 Convertible Preferred Stock [Member] | Series B-2 Convertible Preferred Stock [Member] | Preferred Stock [Member] Series Seed Convertible Preferred Stock [Member] | Preferred Stock [Member] Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] Series B-1 Convertible Preferred Stock [Member] | Preferred Stock [Member] Series B-2 Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance, shares at Dec. 31, 2020 | 13,781 | 20,424 | 0 | 0 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 15,924 | $ 34,479 | $ 0 | $ 0 | |||||||||
Beginning balance, shares at Dec. 31, 2020 | 4,072 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ (21,156) | $ 4 | $ 682 | $ 0 | $ (21,842) | ||||||||
Convertible preferred stock, net of issuance costs, share | 20,424 | 22,222 | 4,496 | ||||||||||
Convertible preferred stock, net of issuance costs | $ 45,708 | $ 57,703 | $ 12,500 | ||||||||||
Reclassification of preferred stock tranche asset upon issuance of Series A convertible preferred stock | $ (2,451) | ||||||||||||
Exercises of stock options, share | 246 | ||||||||||||
Exercises of stock options | 28 | 28 | |||||||||||
Vesting of restricted common stock, share | 470 | ||||||||||||
Vesting of restricted common stock | 7 | $ 1 | 6 | ||||||||||
Issuance of warrant to purchase common stock | 72 | 72 | |||||||||||
Stock-based compensation expense | 807 | 807 | |||||||||||
Other comprehensive income | (7) | (7) | |||||||||||
Net loss | (21,959) | (21,959) | |||||||||||
Ending balance, shares at Dec. 31, 2021 | 13,781 | 40,848 | 22,222 | 4,496 | 13,781 | 40,848 | 22,222 | 4,496 | |||||
Ending balance at Dec. 31, 2021 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | |||||
Ending balance, shares at Dec. 31, 2021 | 4,788 | ||||||||||||
Ending balance at Dec. 31, 2021 | $ (42,208) | $ 5 | 1,595 | (7) | (43,801) | ||||||||
Issuance of common stock for services rendered, share | 10 | ||||||||||||
Issuance of common stock for services rendered | $ 11 | 11 | |||||||||||
Exercises of stock options, share | 144 | ||||||||||||
Exercises of stock options | $ 49 | 49 | |||||||||||
Vesting of restricted common stock, share | 381 | ||||||||||||
Vesting of restricted common stock | $ 5 | 5 | |||||||||||
Stock-based compensation expense | 894 | 894 | |||||||||||
Other comprehensive income | (3) | (3) | |||||||||||
Net loss | (41,998) | (41,998) | |||||||||||
Ending balance, shares at Sep. 30, 2022 | 13,781 | 40,848 | 22,222 | 4,496 | |||||||||
Ending balance at Sep. 30, 2022 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | |||||||||
Ending balance, shares at Sep. 30, 2022 | 5,323 | ||||||||||||
Ending balance at Sep. 30, 2022 | (83,250) | $ 5 | 2,554 | (10) | (85,799) | ||||||||
Beginning balance, shares at Dec. 31, 2021 | 13,781 | 40,848 | 22,222 | 4,496 | 13,781 | 40,848 | 22,222 | 4,496 | |||||
Beginning balance at Dec. 31, 2021 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | |||||
Beginning balance, shares at Dec. 31, 2021 | 4,788 | ||||||||||||
Beginning balance at Dec. 31, 2021 | (42,208) | $ 5 | 1,595 | (7) | (43,801) | ||||||||
Issuance of common stock for services rendered, share | 10 | ||||||||||||
Issuance of common stock for services rendered | 11 | 11 | |||||||||||
Exercises of stock options, share | 176 | ||||||||||||
Exercises of stock options | 62 | 62 | |||||||||||
Vesting of restricted common stock, share | 430 | ||||||||||||
Vesting of restricted common stock | 5 | 5 | |||||||||||
Stock-based compensation expense | 1,129 | 1,129 | |||||||||||
Other comprehensive income | 2 | 2 | |||||||||||
Net loss | (58,032) | (58,032) | |||||||||||
Ending balance, shares at Dec. 31, 2022 | 13,781 | 40,848 | 22,222 | 4,496 | 13,781 | 40,848 | 22,222 | 4,496 | |||||
Ending balance at Dec. 31, 2022 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | $ 15,924 | $ 77,736 | $ 57,703 | $ 12,500 | |||||
Ending balance, shares at Dec. 31, 2022 | 5,404 | ||||||||||||
Ending balance at Dec. 31, 2022 | $ (99,031) | $ 5 | 2,802 | (5) | (101,833) | ||||||||
Convertible preferred stock, net of issuance costs, share | 16,367 | ||||||||||||
Convertible preferred stock, net of issuance costs | $ 45,458 | ||||||||||||
Issuance of common stock for services rendered, share | 6 | ||||||||||||
Issuance of common stock for services rendered | $ 6 | 6 | |||||||||||
Exercises of stock options, share | 538 | ||||||||||||
Exercises of stock options | $ 361 | $ 2 | 359 | ||||||||||
Vesting of restricted common stock, share | 54 | ||||||||||||
Stock-based compensation expense | $ 1,148 | 1,148 | |||||||||||
Other comprehensive income | 5 | 5 | |||||||||||
Net loss | (55,746) | (55,746) | |||||||||||
Ending balance, shares at Sep. 30, 2023 | 40,848 | 22,222 | 20,863 | 13,781 | 40,848 | 22,222 | 20,863 | ||||||
Ending balance at Sep. 30, 2023 | $ 15,924 | $ 77,736 | $ 57,703 | $ 57,958 | $ 15,924 | $ 77,736 | $ 57,703 | $ 57,958 | |||||
Ending balance, shares at Sep. 30, 2023 | 6,002 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ (153,257) | $ 7 | $ 4,315 | $ 0 | $ (157,579) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2021 | |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity stock isssuance costs | $ 42 | |
Series B-1 Convertible Preferred Stock [Member] | ||
Temporary equity stock isssuance costs | 297 | |
Series B-2 Convertible Preferred Stock [Member] | ||
Temporary equity stock isssuance costs | $ 42 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||||
Net loss | $ (55,746) | $ (41,998) | $ (58,032) | $ (21,959) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of preferred stock tranche liability | (13,505) | |||
Non-cash lease expense | 2,376 | 977 | 1,396 | |
Stock-based compensation expense | 1,154 | 905 | 1,140 | 807 |
Depreciation expense | 2,645 | 1,760 | 2,511 | 1,595 |
Non-cash interest expense | 30 | 118 | 36 | |
Net amortization of premiums and discounts on investments | (80) | 42 | (145) | 20 |
Loss on disposal of property and equipment | 8 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (14) | (616) | (28) | (398) |
Accounts payable | 309 | 2,186 | 1,755 | 56 |
Accrued expenses | 1,730 | (264) | (39) | 1,961 |
Operating lease liabilities | 1,313 | (1,525) | (2,198) | |
Deferred rent | (686) | |||
Other non-current assets and liabilities | 137 | (109) | ||
Other non-current assets | (123) | (29) | ||
Net cash used in operating activities | (46,176) | (38,612) | (53,645) | (32,094) |
Investing Activities: | ||||
Purchases of investments | (37,213) | (37,213) | (35,067) | |
Proceeds from maturities of investments | 19,000 | 48,985 | 53,485 | |
Purchases of property and equipment | (5,830) | (3,725) | (5,136) | (3,752) |
Advance payments for property and equipment not yet received | (351) | (76) | (76) | (695) |
Proceeds from sale of property and equipment | 13 | |||
Net cash provided by investing activities | 12,819 | 7,971 | 11,060 | (39,501) |
Financing Activities: | ||||
Proceeds from exercises of stock options | 349 | 48 | 62 | 28 |
Other financing activities, net | (2,634) | (44) | (44) | (30) |
Net cash provided by financing activities | 43,173 | 4 | 18 | 115,945 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 9,816 | (30,637) | (42,567) | 44,350 |
Cash, cash equivalents and restricted cash, beginning of period | 41,477 | 84,044 | 84,044 | 39,694 |
Cash, cash equivalents and restricted cash, end of period | 51,293 | 53,407 | 41,477 | 84,044 |
Non-cash investing and financing activities: | ||||
Property and equipment capitalized under tenant improvement allowance | 522 | |||
Purchases of property and equipment in accounts payable and accrued expenses | 167 | 183 | 402 | 301 |
Financing costs in accounts payable and accrued expenses | 965 | 44 | ||
Operating lease liabilities arising from right-of-use assets | 26,777 | 5,287 | 5,629 | |
Stock option exercise receivables in prepaid expenses and other current assets | 12 | 1 | ||
Supplemental cash flow information: | ||||
Cash paid for income taxes | 11 | |||
Cash paid for operating lease liabilities | 2,244 | $ 1,600 | $ 2,335 | |
Series A Convertible Preferred Stock [Member] | ||||
Financing Activities: | ||||
Convertible preferred stock, net of issuance costs | 45,708 | |||
Series B-1 Convertible Preferred Stock [Member] | ||||
Financing Activities: | ||||
Convertible preferred stock, net of issuance costs | 57,739 | |||
Series B-2 Convertible Preferred Stock [Member] | ||||
Financing Activities: | ||||
Convertible preferred stock, net of issuance costs | $ 45,458 | $ 12,500 |
The Company and Liquidity
The Company and Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disclosure Of The Company And Liquidity [Abstract] | ||
The Company and Liquidity | 1. The Company and Liquidity Nature of Business Korro Bio, Inc. (the “Company”) is an RNA editing company focused on the discovery and development of novel genetic medicines. The Company was incorporated in September 2018 as RNABIO, Inc. and subsequently renamed in November 2018. Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical Merger Agreement & Pre-Closing On July 14, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”) and Frequency Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Frequency (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Korro Bio, Inc., with Korro Bio, Inc. surviving as a wholly owned subsidiary of Frequency (the “Merger”). In contemplation of the Merger, the Company also entered into a subscription agreement with certain parties to purchase shares of the Company’s common stock for an aggregate purchase price of approximately $117.3 million (the “Pre-Closing On November 3, 2023 (the “Closing Date”), following approval by the stockholders of the Company and Frequency, the Pre-Closing Subject to the terms and conditions of the Merger Agreement, immediately prior to the Closing Date, each then outstanding share of the Company’s common stock (including common stock issued upon the conversion of the Company’s preferred stock but excluding the common stock issued in the Pre-Closing The Company’s Pre-Closing the Pre-Closing Financing The Merger will be accounted for as a reverse recapitalization with the Company being the accounting acquirer and Frequency as the acquired company for accounting purposes. Going Concern Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern As of September 30, 2023, the Company had cash, cash equivalents and short-term investments of $46.1 million. On November 3, 2023, the Company issued additional shares of common stock in the Pre-Closing Pre-Closing | 1. The Company and Liquidity Nature of Business Korro Bio, Inc. (the “Company”) is an RNA editing company focused on the discovery and development of novel genetic medicines. The Company was incorporated in September 2018 as RNABIO, Inc. and subsequently renamed in November 2018. Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical Going Concern Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements-Going Concern The Company has been financed from its inception through December 31, 2022 primarily through $15.9 million of net cash proceeds received from the sale of Series Seed convertible preferred stock (the “Series Seed Preferred Stock”), $91.2 million of net cash proceeds received from the sale of Series A convertible preferred stock (the “Series A Preferred Stock”), $57.7 million of net cash proceeds received from the sale of Series B-1 B-1 B-2 B-2 B-2 The Company is not currently generating revenue, expects to continue incurring significant operating losses and negative operating cash flows for the foreseeable future and has no currently available sources of financing. As such, the Company will require additional financing. However, if the Company is unable to obtain additional financing, the Company would be forced to delay, reduce or eliminate its research and development programs and/or relinquish valuable rights to its technology and product candidates. There is no assurance that the Company will be successful in obtaining sufficient financing on acceptable terms to continue funding its operations. Based upon the above considerations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year from July 27, 2023, the date these consolidated financial statements were issued. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The condensed consolidated financial statements include the accounts of Korro Bio, Inc. and its wholly-owned subsidiary, Korro Mass Securities, Inc., which was established in December 2020. All intercompany transactions and balances have been eliminated in consolidation. Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the years ended December 31, 2022 and 2021, included in Exhibit 99.6 of Frequency’s Current Report on Form 8-K Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2023, and the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of convertible preferred stock and stockholders’ deficit and condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and the results of its operations and its cash flows for the nine months ended September 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2023 and 2022 are also unaudited. The results for the nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, accrued expenses and stock-based compensation expense. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These consolidated financial statements have been prepared on the going concern basis of accounting, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements include the accounts of Korro Bio, Inc. and its wholly-owned subsidiary, Korro Mass Securities, Inc., which was established in December 2020. All intercompany transactions and balances have been eliminated in consolidation. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. The Company operates only in the United States. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, accrued expenses and stock-based compensation expense. During the year ended December 31, 2021, the Company’s estimates also included the valuation of the preferred stock tranche asset and liability related to the Series A Preferred Stock. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury obligations. Cash equivalents are reflected at fair value based on quoted market prices, as further described in Note 3, “Fair Value Measurements”. Investments Investments consist of securities with original maturities greater than three months when purchased. Short-term investments consist of investments that are available for use in current operations. Long-term investments consist of investments with maturities of greater than one year that are not available for use in current operations. The Company did not maintain any long-term investments as of December 31, 2022 or 2021. The Company classifies all of its investments as available-for-sale available-for-sale The Company reviews its investment portfolio to identify and evaluate investments that have indicators of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Property and Equipment Property and equipment are recorded at cost and consists of laboratory equipment, furniture and office equipment, computer equipment, leasehold improvements, and construction in progress. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternative future use. Expenditures for repairs and maintenance are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Property and equipment not yet placed into service is capitalized as construction in progress and is depreciated once placed into service. Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation, including depreciation for assets recorded under capital leases, is calculated over the estimated useful lives of the assets using the straight-line method. Impairment of Long-lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the carrying value of the asset to the future undiscounted cash flows from the use and eventual disposition of the asset. If an asset is considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. Research and Development Expenses Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties, academic and non-profit non-cash in-process Non-refundable As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts and purchase orders, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract Intellectual Property Expenses The Company expenses legal costs related to patent applications as they are incurred. Such costs are classified as general and administrative expenses within the consolidated statements of operations and comprehensive loss. Stock-based Compensation The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation-Stock Compensation non-employees non-employees, The Company estimates the grant date fair value of its common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation then applied to arrive at an indication of value for the common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold convertible preferred stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options and restricted stock at each valuation date, as applicable. In addition to the grant date fair value of the Company’s common stock, the Black-Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk-free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as proscribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk-free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because there is no public market for the Company’s common stock, there is a lack of Company-specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility on the historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur. Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions using a more-likely-than-not Interest and penalty charges, if any, related to income taxes would be classified as a component of the “Provision for income taxes” in the consolidated statements of operations and comprehensive loss. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including any dilutive effect from convertible preferred stock, outstanding stock options, outstanding warrants or unvested restricted common stock. The Company follows the two-class two-class two-class Concentration of Credit Risk and Off-Balance Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. Cash balances are deposited with federally-insured financial institutions in the United States and may, at times, exceed federally-insured limits. The Company maintains its cash, cash equivalents and investments with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s cash equivalents are comprised of money market funds that are invested in U.S. Treasury and government agency obligations. The Company’s investments are comprised of commercial paper and government securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality. The Company has no significant off-balance Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) 2018-11, Leases (Topic 842): Targeted Improvements Leases 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Accordingly, the Company adopted ASC 842, as amended, on January 1, 2022 using the modified retrospective approach, which provides a method for recording existing leases at adoption and does not require restating comparative financial information. For the comparative period presented in these consolidated financial statements, lease-related disclosures continue to be presented in accordance with ASC 840. The Company also elected to utilize certain practical expedients under ASC 842, which among other things, permit the Company to i) maintain the lease classification for any existing leases, ii) maintain the Company’s determination as to whether any expired or existing contracts are or contain leases and iii) not separate nonlease components. Additionally, the Company elected an accounting policy whereby it does not apply the recognition requirements of ASC 842 to short-term leases with a term of 12 months or less. Upon the adoption of ASC 842, the Company removed its legacy deferred rent balances that were previously recorded under ASC 840 and established an operating lease right-of-use The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASC 842 (in thousands): January 1, 2022 Prior to the Adoption Effect of Adoption Subsequent to the Operating lease right-of-use $ — $ 2,922 $ 2,922 Operating lease liabilities, current portion $ — $ 1,577 $ 1,577 Deferred rent, current portion $ 939 $ (939 ) $ — Operating lease liabilities, net of current portion $ — $ 3,253 $ 3,253 Deferred rent, net of current portion $ 969 $ (969 ) $ — The adoption of ASC 842 did not have a material impact on the consolidated statement of operations and comprehensive loss or the consolidated statement of cash flows for the year ended December 31, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 step-up Recent Accounting Pronouncements-Yet In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Accordingly, the Company will adopt this new standard effective January 1, 2023 2016-13 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 3. Fair Value Measurements The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Investments also include commercial paper and government securities which are valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. Assets measured at fair value on a recurring basis as of September 30, 2023 were as follows (in thousands): Total Quoted Prices in Significant Other Significant (Level 3) Money market funds, included in cash and cash equivalents $ 43,490 $ 43,490 $ — $ — Total $ 43,490 $ 43,490 $ — $ — Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Total Quoted Prices in Significant Other Significant (Level 3) Money market funds, included in cash and cash equivalents $ 14,904 $ 14,904 $ — $ — Short-term investments: Commercial paper 14,935 — 14,935 — Government securities 3,980 — 3,980 — Total $ 33,819 $ 14,904 $ 18,915 $ — There were no liabilities measured at fair value on a recurring basis as of September 30, 2023 or December 31, 2022. There were no changes in valuation techniques, nor were there any transfers among the fair value hierarchy levels during the nine months ended September 30, 2023 or during the year ended December 31, 2022. | 3. Fair Value Measurements The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Investments also include commercial paper and government securities that are valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The carrying amounts reflected in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Total Quoted Prices in Significant Other Significant Money market funds, included in cash and cash equivalents $ 14,904 $ 14,904 $ — $ — Short-term investments: Commercial paper 14,935 — 14,935 — Government securities 3,980 — 3,980 — Total $ 33,819 $ 14,904 $ 18,915 $ — Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Total Quoted Prices in Significant Other Significant Money market funds, included in cash and cash equivalents $ 71,579 $ 71,579 $ — $ — Short-term investments: Corporate debt securities 12,078 — 12,078 — Commercial paper 22,962 — 22,962 — Total $ 106,619 $ 71,579 $ 35,040 $ — There were no liabilities measured at fair value on a recurring basis as of December 31, 2022 or 2021. However, as outlined further within Note 10, “Preferred Stock”, the Company sold 20,424,108 shares of Series A Preferred Stock in June and July 2020 pursuant to a Series A Preferred Stock Purchase Agreement (the “Series A Agreement”). Included in the terms of the Series A Agreement was a right (the “Series A Tranche Right”) that was initially accounted for as a liability under ASC Topic 480, Distinguishing Liabilities from Equity In July 2021, the holders of the Series A Preferred Stock elected to waive the milestone conditions outlined further within Note 10, “Preferred Stock”, and exercise the Series A Tranche Right. Accordingly, the holders purchased 20,424,108 additional shares of Series A Preferred Stock at a price of $2.24 per share. As a result, the preferred stock tranche liability was measured at fair value contemporaneously with the exercise of the Series A Tranche Right. The Company utilized the market-adjusted equity method and the option-pricing method to determine the fair value of the Series A Preferred Stock being purchased under the Series A Tranche Right. Based upon this valuation, the Company determined that a preferred stock tranche asset existed in the amount of $2.5 million due to the fair value of the Series A Preferred Stock being $2.12 per share, an amount less than the contractual purchase price. As a result of the change in the fair value of the preferred stock tranche asset, the Company recognized a $13.5 million gain in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The preferred stock tranche asset was then extinguished in conjunction with the issuance of the related Series A Preferred Stock. The following table provides a reconciliation of the preferred stock tranche liability (in thousands): Preferred Stock Balance at December 31, 2020 $ (11,054 ) Change in fair value upon exercise of Series A Tranche Right 13,505 Reclassification to Series A Preferred Stock upon extinguishment (2,451 ) Balance at December 31, 2021 $ — The estimates outlined above were based, in part, on subjective assumptions. Changes to these assumptions could have had a significant impact on the reported fair values of the preferred stock tranche liability and/or the preferred stock tranche asset. There were no changes in valuation techniques, nor were there any transfers among the fair value hierarchy levels during the years ended December 31, 2022 or 2021. |
Investments
Investments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments | 4. Investments The Company did not have short-term investments as of September 30, 2023. Short-term investments as of December 31, 2022 were comprised as follows (in thousands): Amortized Cost Unrealized Unrealized Fair Value Commercial paper $ 14,935 $ — $ — $ 14,935 Government securities 3,985 — (5 ) 3,980 Total $ 18,920 $ — $ (5 ) $ 18,915 As of September 30, 2023, the Company held no securities that were in an unrealized loss position. As of December 31, 2022, the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $4.0 million. The Company did not record any charges for credit-related impairments during the nine months ended September 30, 2023. | 4. Investments Cash equivalents and short-term investments as of December 31, 2022 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds, included in cash and cash equivalents $ 14,904 $ — $ — $ 14,904 Short-term investments: Commercial paper 14,935 — — 14,935 Government securities 3,985 — (5 ) 3,980 Total $ 33,824 $ — $ (5 ) $ 33,819 Cash equivalents and short-term investments as of December 31, 2021 were comprised as follows (in thousands): Amortized Cost Unrealized Unrealized Fair Value Money market funds, included in cash and cash equivalents $ 71,579 $ — $ — $ 71,579 Short-term investments: Corporate debt securities 12,085 — (7 ) 12,078 Commercial paper 22,962 — — 22,962 Total $ 106,626 $ — $ (7 ) $ 106,619 As of December 31, 2022 and 2021, the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $4.0 million and $12.1 million, respectively. As of December 31, 2022 and 2021 the Company held no securities that were in an unrealized loss position for more than twelve months. As of December 31, 2022, the Company did not intend to sell, and would not be more likely than not required to sell, the securities in an unrealized loss position before recovery of their amortized cost bases. Furthermore, the Company determined that there was no material change in the credit risk of these securities. As a result, the Company determined it did not hold any securities with any o the |
Restricted Cash
Restricted Cash | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash | 5. Restricted Cash As of September 30, 2023, the Company maintained current restricted cash of $1.8 million and non-current non-current non-current non-current The following table provides a reconciliation of cash, cash equivalents and restricted cash as of September 30, 2023 and 2022 that sums to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2023 2022 Cash and cash equivalents $ 46,119 $ 48,113 Restricted cash 5,174 5,294 Cash, cash equivalents and restricted cash $ 51,293 $ 53,407 | 5. Restricted Cash As of December 31, 2022, the Company maintained current restricted cash of $0.6 million and non-current non-current non-current non-current The following table provides a reconciliation of cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 that sums to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 36,333 $ 83,492 Restricted cash 5,144 552 Cash, cash equivalents and restricted cash $ 41,477 $ 84,044 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, as of December 31, 2022 and 2021 was comprised as follows (in thousands): Estimated Useful Life December 31, (in Years) 2022 2021 Laboratory equipment 5 $ 8,441 $ 4,364 Furniture and office equipment 4 477 262 Computer equipment 3 213 50 Leasehold improvements Shorter of useful life or remaining lease term 2,941 2,883 Construction in progress 2,049 631 Total property and equipment, gross 14,121 8,190 Less: accumulated depreciation (4,255 ) (1,744 ) Total property and equipment, net $ 9,866 $ 6,446 As of December 31, 2022, the Company had construction in progress of $2.0 million, predominately related to laboratory equipment received but not yet installed and capitalizable costs related to the Company’s future corporate headquarters. Depreciation expense for the years ended December 31, 2022 and 2021 was $2.5 million and $1.6 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disclosure Of Accrued Expenses And Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 were comprised as follows (in thousands): September 30, December 31, Annual bonus $ 2,356 $ 2,198 External research and development services 1,910 274 Other employee compensation and benefits 146 426 Financing costs 808 — Other operating expenses 491 277 Total accrued expenses and other current liabilities $ 5,711 $ 3,175 | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands): December 31, 2022 2021 Annual bonus $ 2,198 $ 1,883 Other employee compensation and benefits 426 401 External research and development services 274 440 Other operating expenses 277 497 Total accrued expenses and other current liabilities $ 3,175 $ 3,221 |
SVB Agreement
SVB Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SVB Agreement | 8. SVB Agreement In January 2021, the Company and Silicon Valley Bank (“SVB”) entered into a Loan and Security Agreement (the “SVB Agreement”). Under the original terms of the SVB Agreement, the Company had the ability to borrow up to $15.0 million at any time prior to December 31, 2021. The SVB Agreement was subsequently amended in December 2021 to extend this borrowing availability period through December 31, 2022. The Company did not borrow any amounts under the SVB Agreement prior to the expiry of the borrowing availability period. In conjunction with the execution of the SVB Agreement, the Company issued SVB a warrant to purchase 162,000 shares of common stock at an exercise price of $0.58 per share. This warrant was exercisable immediately upon issuance and expires on January 21, 2031. The Company determined that this warrant represents a debt issuance cost associated with the overall credit facility. As such, the warrant was recorded as a deferred financing cost and as a component of additional paid-in To determine the fair value of the warrant upon issuance, the Company utilized the Black-Scholes option-pricing model with the following assumptions: Assumption Risk-free interest rate 1.1 % Expected dividend yield — % Expected term (in years) 10.0 Expected volatility 72.9 % Based upon these assumptions, the fair value of the warrant issued to SVB was determined to be less than $0.1 million. As of December 31, 2022, the warrant had not been exercised by SVB. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Common Stock | 7. Common Stock As of September 30, 2023, the Company was authorized to issue 117,138,030 shares of common stock. Holders of common stock are entitled to one vote per share. In addition, holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of September 30, 2023, no dividends had been declared. As of September 30, 2023 and December 31, 2022, the Company had reserved for future issuance the following number of shares of common stock (in thousands): September 30, December 31, Conversion of outstanding Series Seed Preferred Stock 13,781 13,781 Conversion of outstanding Series A Preferred Stock 40,848 40,848 Conversion of outstanding Series B-1 22,222 22,222 Conversion of outstanding Series B-2 20,863 4,496 Future issuances of Series B-2 — 16,367 Vesting of restricted common stock 4 58 Exercises of outstanding stock options 12,304 9,280 Exercise of outstanding warrant 162 162 Future issuances under 2019 Stock Incentive Plan 950 3,218 Total reserved for future issuance 111,134 110,432 | 9. Common Stock As of December 31, 2022, the Company was authorized to issue 115,838,000 shares of common stock. Holders of common stock are entitled to one vote per share. In addition, holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of December 31, 2022, no dividends had been declared. As of December 31, 2022 and 2021, the Company had reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2022 2021 Conversion of outstanding Series Seed Preferred Stock 13,781 13,781 Conversion of outstanding Series A Preferred Stock 40,848 40,848 Conversion of outstanding Series B-1 22,222 22,222 Conversion of outstanding Series B-2 4,496 4,496 Future issuances of Series B-2 16,367 16,367 Vesting of restricted common stock 58 488 Exercises of outstanding stock options 9,280 8,322 Exercise of outstanding warrant 162 162 Future issuances under 2019 Stock Incentive Plan 3,218 4,361 Total reserved for future issuance 110,432 111,047 |
Preferred Stock
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Preferred Stock | 8. Preferred Stock Series Seed Preferred Stock In May 2019, the Company entered into a Series Seed Stock Purchase Agreement (the “Series Seed 1 and 2 Agreement”). Under this Series Seed 1 and 2 Agreement, the Company sold an aggregate of 4,000,000 shares of Series Seed Preferred Stock at a price of $1.00 per share. In addition, the Company was previously party to a Simple Agreement for Future Equity (the “SAFE”) with Atlas Venture Fund XI, L.P. (“Atlas”) whereby the Company received $2.0 million in exchange for granting Atlas the right to participate in a future equity financing. In conjunction with the execution of the Series Seed 1 and 2 Agreement, the SAFE converted into 2,000,000 additional shares of Series Seed Preferred Stock. Subsequently, the Company entered into a Series Seed 3 Preferred Stock Purchase Agreement (the “Series Seed 3 Agreement”) in August 2019 under which it sold 7,780,769 additional shares of Series Seed Preferred Stock at a price of $1.30 per share. Under the Series Seed 1 and 2 Agreement and the Series Seed 3 Agreement, the Company received aggregate net cash proceeds of $13.9 million, after deducting offering expenses paid by the Company. The Company assessed the terms and features of the Series Seed Preferred Stock and concluded that it should be classified outside of permanent equity in the condensed consolidated balance sheets, as the Series Seed Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series Seed Preferred Stock within temporary equity in the condensed consolidated balance sheets. As of September 30, 2023, the Series Seed Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series Seed Preferred Stock is outlined below. Series A Preferred Stock In June 2020, the Company entered into the Series A Preferred Stock Purchase Agreement (the “Series A Agreement”). Under the Series A Agreement, the Company sold 18,191,965 shares at an initial closing in June 2020 and 2,232,143 shares at an additional closing in July 2020, both at a price of $2.24 per share. The Company received aggregate net cash proceeds of $45.5 million from these sales, after deducting offering expenses paid by the Company. The Series A Agreement also included a right (the “Series A Tranche Right”) whereby investors would be obligated to purchase, and the Company obligated to sell, an additional 20,424,108 shares of Series A Preferred Stock at $2.24 per share upon the achievement of certain research and development milestones prior to December 31, 2021 (the “Series A Milestone Closing”). Investors could also elect to waive the conditions of the Series A Milestone Closing and purchase their allotment of additional shares at any time prior to the Series A Milestone Closing. The Company assessed the terms and features of the Series A Preferred Stock and concluded that it should be classified outside of permanent equity in the condensed consolidated balance sheets, as the Series A Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series A Preferred Stock within temporary equity in the condensed consolidated balance sheets. As of September 30, 2023, the Series A Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series A Preferred Stock is outlined below. The Company also assessed the Series A Tranche Right and concluded that it met the definition of a freestanding financial instrument as it was both legally detachable and separately exercisable from the Series A Preferred Stock. In accordance with ASC Topic 480, Distinguishing Liabilities from Equity The Company first allocated the Series A Preferred Stock proceeds to the Series A Tranche Right based upon its fair value at the date of issuance, and the remaining proceeds were allocated to the Series A Preferred Stock. The fair value of the Series A Tranche Right on the date of issuance was determined to be $11.1 million. As the Series A Tranche Right was classified as a liability, it was subsequently re-measured In July 2021, the holders of the Series A Preferred Stock elected to waive the conditions of the Series A Milestone Closing and exercise the Series A Tranche Right. Accordingly, the holders purchased 20,424,108 additional shares of Series A Preferred Stock at a price of $2.24 per share. The Company received aggregate net cash proceeds of $45.7 million from this sale, after deducting offering expenses paid by the Company. The Company recognized a $13.5 million gain from the settlement of the Series A Tranche Right and subsequently extinguished the preferred stock tranche asset in conjunction with the issuance of the related Series A Preferred Stock. Series B Preferred Stock In November 2021, the Company entered into the Series B Preferred Stock Purchase Agreement (the “Series B Agreement”). Under the Series B Agreement, the Company initially sold 17,289,273 shares of Series B-1 B-2 B-1 B-2 The Series B Agreement also included a right (the “Series B Tranche Right”) whereby investors would be obligated to purchase, and the Company obligated to sell, 16,232,013 shares of Series B-2 $2.78 per share upon the achievement of a certain research and development milestone (the “Series B Milestone Closing”). Investors could also elect to waive the conditions of the Series B Milestone Closing and purchase their allotment of Series B-2 In December 2021, the Company subsequently amended the Series B Agreement (the “Series B Agreement Amendment”) to include two additional investors. Under the Series B Agreement Amendment, the Company sold an additional 4,932,950 shares of Series B-1 B-2 B-2 In total during November and December 2021, the Company received aggregate net cash proceeds of $57.7 million from the sale of Series B-1 B-2 The Company also assessed the Series B Tranche Right and concluded that, while separately exercisable, it was not legally detachable from the Series B Preferred Stock. Accordingly, the Company concluded that the Series B Tranche Right did not meet the definition of a freestanding financial instrument and was instead an embedded feature of the Series B Preferred Stock. In March 2023, the holders of the Series B Preferred Stock elected to waive the conditions of the Series B Milestone Closing and exercise the Series B Tranche Right. Accordingly, the holders purchased 16,366,905 shares of Series B-2 The Company assessed the terms and features of the Series B Preferred Stock and concluded that it should be classified outside of permanent equity in the condensed consolidated balance sheets, as the Series B Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series B Preferred Stock within temporary equity in the condensed consolidated balance sheets. As of September 30, 2023, the Series B Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series B Preferred Stock is outlined below. Rights, Preferences and Privileges of Preferred Stock The rights, preferences and privileges of the Series Seed Preferred Stock, the Series A Preferred Stock, the Series B-1 B-2 B-1 B-2 Conversion Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable B-1 B-2 The Preferred Stock is subject to mandatory conversion upon the closing of a sale of common stock to the public at a price of at least $5.56 per share (subject to appropriate adjustment in the event of a stock dividend, stock split, combination or other similar recapitalization) in a firm-commitment underwritten public offering resulting in at least $75.0 million of gross proceeds to the Company. The Preferred Stock is also subject to mandatory conversion upon the vote or written consent of the holders of at least 66% of the then-outstanding shares of Preferred Stock, voting as a single class on an as-converted Dividends The holders of Preferred Stock, in preference to common stockholders, are entitled to receive, when, as and if declared by the Company’s Board of Directors, dividends at a rate of 8% annually. Dividends on Preferred Stock are non-cumulative as-converted Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution, winding up or deemed liquidation event of the Company, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount equal to the original issue price per share plus any dividends declared but unpaid thereon. For clarity, the original issue price of the Series Seed 1 Preferred Stock and Series Seed 2 Preferred Stock was $1.00 per share, the original issue price of the Series Seed 3 Preferred Stock was $1.30 per share, the original issue price of the Series A Preferred Stock was $2.24 per share, the original issue price of the Series B-1 B-2 If upon any voluntary or involuntary liquidation, dissolution, winding up or deemed liquidation event of the Company, the assets of the Company available for distribution are insufficient to pay the holders of Preferred Stock the full amount to which they are entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Redemption The Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event, which includes a merger or a sale of substantially all of the assets of the Company. As of September 30, 2023, a deemed liquidation event is not considered to be probable. Voting Rights The holders of Preferred Stock are entitled to vote based on the number of common shares that their preferred shares convert into on as-converted The holders of record of the shares of the Series Seed Preferred Stock, voting exclusively and as a separate class on an as-converted as-converted as-converted Conversion of Preferred Stock Pursuant to the terms of the Merger Agreement, immediately prior to closing of the Merger, each share of Preferred Stock issued and outstanding immediately prior to the Closing of the Merger was converted into shares of the Company’s common stock, and then exchanged in the Merger for shares of Frequency common stock using an exchange ratio of 0.049688 as-converted | 10. Preferred Stock Series Seed Preferred Stock In May 2019, the Company entered into a Series Seed Stock Purchase Agreement (the “Series Seed 1 and 2 Agreement”). Under this Series Seed 1 and 2 Agreement, the Company sold an aggregate of 4,000,000 shares of Series Seed Preferred Stock at a price of $1.00 per share. In addition, the Company was previously party to a Simple Agreement for Future Equity (the “SAFE”) with Atlas Venture Fund XI, L.P. (“Atlas”) whereby the Company received $2.0 million in exchange for granting Atlas the right to participate in a future equity financing. In conjunction with the execution of the Series Seed 1 and 2 Agreement, the SAFE converted into 2,000,000 additional shares of Series Seed Preferred Stock. Subsequently, the Company entered into a Series Seed 3 Preferred Stock Purchase Agreement (the “Series Seed 3 Agreement”) in August 2019 under which it sold 7,780,769 additional shares of Series Seed Preferred Stock at a price of $1.30 per share. Under the Series Seed 1 and 2 Agreement and the Series Seed 3 Agreement, the Company received aggregate net cash proceeds of $13.9 million, after deducting offering expenses paid by the Company. The Company assessed the terms and features of the Series Seed Preferred Stock and concluded that it should be classified outside of permanent equity in the consolidated balance sheets, as the Series Seed Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series Seed Preferred Stock within temporary equity in the consolidated balance sheets. As of December 31, 2022, the Series Seed Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series Seed Preferred Stock is outlined below. Series A Preferred Stock In June 2020, the Company entered into the Series A Agreement. Under the Series A Agreement, the Company sold 18,191,965 shares at an initial closing in June 2020 and 2,232,143 shares at an additional closing in July 2020, both at a price of $2.24 per share. The Company received aggregate net cash proceeds of $45.5 million from these sales, after deducting offering expenses paid by the Company. As outlined within Note 3, “Fair Value Measurements”, the Series A Agreement also included the Series A Tranche Right whereby investors would be obligated to purchase, and the Company obligated to sell, an additional 20,424,108 shares of Series A Preferred Stock at $2.24 per share upon the achievement of certain research and development milestones prior to December 31, 2021 (the “Series A Milestone Closing”). Investors could also elect to waive the conditions of the Series A Milestone Closing and purchase their allotment of additional shares at any time prior to the Series A Milestone Closing. The Company assessed the terms and features of the Series A Preferred Stock and concluded that it should be classified outside of permanent equity in the consolidated balance sheets, as the Series A Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series A Preferred Stock within temporary equity in the consolidated balance sheets. As of December 31, 2022, the Series A Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series A Preferred Stock is outlined below. The Company also assessed the Series A Tranche Right and concluded that it met the definition of a freestanding financial instrument as it was both legally detachable and separately exercisable from the Series A Preferred Stock. In accordance with ASC 480, the Series A Tranche Right was initially classified as a liability in the consolidated balance sheet because the underlying Series A Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. The Company first allocated the Series A Preferred Stock proceeds to the Series A Tranche Right based upon its fair value at the date of issuance, and the remaining proceeds were allocated to the Series A Preferred Stock. The fair value of the Series A Tranche Right on the date of issuance was determined to be $11.1 million using a probability-weighted present value model that considered the probability of triggering the Series A Tranche Right through the achievement of the certain research and development milestones outlined in the Series A Agreement. The Company converted the future values to their present values using a discount rate it considered to be appropriate for probability-adjusted cash flows. As the Series A Tranche Right was classified as a liability, it was subsequently re-measured In July 2021, the holders of the Series A Preferred Stock elected to waive the conditions of the Series A Milestone Closing and exercise the Series A Tranche Right. Accordingly, the holders purchased 20,424,108 additional shares of Series A Preferred Stock at a price of $2.24 per share. The Company received aggregate net cash proceeds of $45.7 million from this sale, after deducting offering expenses paid by the Company. As detailed further within Note 3, “Fair Value Measurements”, the preferred stock tranche liability was measured at fair value contemporaneously with the exercise of the Series A Tranche Right. Based upon this valuation, the Company determined that a preferred stock tranche asset existed due to the fair value of the Series A Preferred Stock being $2.12, an amount less than the contractual purchase price. As a result of the change in the fair value of the preferred stock tranche asset, the Company recognized a $13.5 million gain in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The preferred stock tranche asset was then extinguished in conjunction with the issuance of the related Series A Preferred Stock. Series B Preferred Stock In November 2021, the Company entered into the Series B Preferred Stock Purchase Agreement (the “Series B Agreement”). Under the Series B Agreement, the Company initially sold 17,289,273 shares of Series B-1 B-2 B-1 B-2 The Series B Agreement also includes a right (the “Series B Tranche Right”) whereby investors would be obligated to purchase, and the Company obligated to sell, 16,232,013 shares of Series B-2 B-2 In December 2021, the Company subsequently amended the Series B Agreement (the “Series B Agreement Amendment”) to include two additional investors. Under the Series B Agreement Amendment, the Company sold an additional 4,932,950 shares of Series B-1 B-2 B-2 In total, the Company received aggregate net cash proceeds of $57.7 million from the sale of Series B-1 B-2 The Company assessed the terms and features of the Series B Preferred Stock and concluded that it should be classified outside of permanent equity in the consolidated balance sheets, as the Series B Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event that is outside of the Company’s control. Accordingly, the Company has classified the Series B Preferred Stock within temporary equity in the consolidated balance sheets. As of December 31, 2022, the Series B Preferred Stock is not being accreted to redemption as a deemed liquidation event is not considered to be probable. Further information on the rights, preferences and privileges of the Series B Preferred Stock is outlined below. The Company also assessed the Series B Tranche Right and concluded that, while separately exercisable, it is not legally detachable from the Series B Preferred Stock. Accordingly, the Company concluded that the Series B Tranche Right does not meet the definition of a freestanding financial instrument and is instead an embedded feature of the Series B Preferred Stock. Rights, Preferences and Privileges of Preferred Stock The rights, preferences and privileges of the Series Seed Preferred Stock, the Series A Preferred Stock, the Series B-1 B-2 B-1 B-2 Conversion Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable B-1 B-2 The Preferred Stock is subject to mandatory conversion upon the closing of a sale of common stock to the public at a price of at least $5.56 per share (subject to appropriate adjustment in the event of a stock dividend, stock split, combination or other similar recapitalization) in a firm-commitment underwritten public offering resulting in at least $75.0 million of gross proceeds to the Company. The Preferred Stock is also subject to mandatory conversion upon the vote or written consent of the holders of at least 66% of the then-outstanding shares of Preferred Stock, voting as a single class on an as-converted Dividends The holders of Preferred Stock, in preference to common stockholders, are entitled to receive, when, as and if declared by the Company’s Board of Directors, dividends at a rate of 8% annually. Dividends on Preferred Stock are non-cumulative as-converted Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution, winding up or deemed liquidation event of the Company, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount equal to the original issue price per share plus any dividends declared but unpaid thereon. For clarity, the original issue price of the Series Seed 1 Preferred Stock and Series Seed 2 Preferred Stock was $1.00 per share, the original issue price of the Series Seed 3 Preferred Stock was $1.30 per share, the original issue price of the Series A Preferred Stock was $2.24 per share, the original issue price of the Series B-1 B-2 If upon any voluntary or involuntary liquidation, dissolution, winding up or deemed liquidation event of the Company, the assets of the Company available for distribution are insufficient to pay the holders of Preferred Stock the full amount to which they are entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Redemption The Preferred Stock is contingently redeemable upon the occurrence of a deemed liquidation event, which includes a merger or a sale of substantially all of the assets of the Company. As of December 31, 2022, a deemed liquidation event is not considered to be probable. Voting Rights The holders of Preferred Stock are entitled to vote based on the number of common shares that their preferred shares convert into on as-converted The holders of record of the shares of the Series Seed Preferred Stock, voting exclusively and as a separate class on an as-converted as-converted as-converted |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 9. Stock-based Compensation 2019 Stock Incentive Plan In January 2019, the Company’s Board of Directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of stock options, stock awards and restricted stock units to employees, members of the Company’s Board of Directors and non-employee Stock-based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023 and 2022 was as follows (in thousands): Nine Months Ended September 30, 2023 2022 Research and development $ 402 $ 182 General and administrative 752 723 Total stock-based compensation expense $ 1,154 $ 905 Restricted Common Stock Activity Prior to the adoption of the 2019 Plan, the Company issued shares of restricted common stock to its founders as well as to certain employees. The restrictions on the common stock generally lapse over two to four years. In the event that a recipient ceases to provide service to the Company, the Company has the right to repurchase any unvested shares of restricted common stock at their original purchase price. As a result of this repurchase right, the Company recorded the issuance of such restricted common stock as a liability in the condensed consolidated balance sheets. Amounts are reclassified to common stock at par and additional paid-in The following table summarizes restricted common stock activity during the nine months ended September 30, 2023 (in thousands, except per share amounts): Shares Weighted-Average Grant Unvested as of December 31, 2022 58 $ 0.03 Granted — $ — Vested (54 ) $ 0.01 Repurchased — $ — Unvested as of September 30, 2023 4 $ 0.04 The aggregate fair value of restricted common stock that vested during the nine months ended September 30, 2023, based upon the fair value of the underlying restricted common stock on the day of vesting, was less than $0.1 million, and for the nine months ended September 30, 2022 was $0.4 million. Stock Option Activity The fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.6 % 1.9 % Expected dividend yield — % — % Expected term (in years) 6.0 6.1 Expected volatility 69.5 % 73.4 % Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was $0.69 and $0.74 per share, respectively. The following table summarizes changes in stock option activity during the nine months ended September 30, 2023 (in thousands, except per share amounts): Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 9,280 $ 0.74 8.0 $ 2,953 Granted 4,050 $ 1.06 Exercised (533 ) $ 0.66 Cancelled (488 ) $ 1.00 Outstanding as of September 30, 2023 12,309 $ 0.84 8.1 $ 3,135 Exercisable at September 30, 2023 5,480 $ 0.67 7.3 $ 2,306 The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022 was $0.2 million and $0.1 million, respectively. As of September 30, 2023, there was unrecognized stock-based compensation expense related to unvested stock options of $3.9 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. | 11. Stock-based Compensation 2019 Stock Incentive Plan In January 2019, the Company’s Board of Directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of stock options, stock awards and restricted stock units to employees, members of the Company’s Board of Directors and non-employee shares of common stock issuable under the 2019 Plan. Subsequent to the November 2021 amendment to the 2019 Plan, the Company can now issue up to 13,748,930 shares of common stock under the 2019 Plan. As of December 31, 2022, there were 3,217,888 shares available for future issuance under the 2019 Plan. Stock-based Compensation Expense Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 243 $ 137 General and administrative 897 670 Total stock-based compensation expense $ 1,140 $ 807 Restricted Common Stock Activity Prior to the adoption of the 2019 Plan, the Company issued shares of restricted common stock to its founders as well as to certain employees. The restrictions on the common stock generally lapse over two to four years. In the event that a recipient ceases to provide service to the Company, the Company has the right to repurchase any unvested shares of restricted common stock at their original purchase price. As a result of this repurchase right, the Company recorded the issuance of such restricted common stock as a liability in the consolidated balance sheets. Amounts are reclassified to common stock at par and additional paid-in The following table summarizes restricted common stock activity during the year ended December 31, 2022 (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value per Share Unvested as of December 31, 2021 488 $ 0.02 Granted — $ — Vested (430 ) $ 0.01 Repurchased — $ — Unvested as of December 31, 2022 58 $ 0.03 The aggregate fair value of restricted common stock that vested during the years ended December 31, 2022 and 2021, based upon the fair value of the underlying restricted common stock on the day of vesting, was $0.5 million and $0.3 million, respectively. Stock Option Activity The fair value of stock options granted during the years ended December 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 2.5 % 1.0 % Expected dividend yield — % — % Expected term (in years) 6.0 6.0 Expected volatility 72.9 % 71.9 % Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $0.73 and $0.41 per share, respectively. The following table summarizes changes in stock option activity during the year ended December 31, 2022 (in thousands, except per share amounts): Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 8,322 $ 0.59 8.9 $ 4,478 Granted 3,156 $ 1.11 Exercised (176 ) $ 0.36 Cancelled (2,022 ) $ 0.73 Outstanding as of December 31, 2022 9,280 $ 0.74 8.0 $ 2,953 Exercisable at December 31, 2022 4,203 $ 0.60 7.1 $ 1,881 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $0.1 million and $0.2 million, respectively. As of December 31, 2022, there was unrecognized stock-based compensation expense related to unvested stock options of $2.5 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | 11. Leases The Company’s building leases consist of office and laboratory space under non-cancelable The Company is party to an operating lease at One Kendall Square, Cambridge, Massachusetts and occupies 22,561 square feet of laboratory and office space (the “OKS Facility”) which expires on December 31, 2023, and an operating sublease agreement at Cummings Park in Woburn, Massachusetts and occupies 18,148 square feet of laboratory and office space (the “Cummings Park Sublease”) which expires on July 31, 2024. The Company is party to an operating lease for 50,453 square feet of office and laboratory space at 60 First Street, Cambridge, Massachusetts (the “60 First Street Lease”). In May 2023, the Company obtained control over the space and the Company recognized the operating lease right-of-use Future minimum lease payments for all leases, net of $11.0 million expected to be received and intended to be used related to the remaining tenant improvement allowance and rent credits associated with the 60 First Street Lease, as of September 30, 2023 were as follows (in thousands): As of September 30, 2023 Remaining of 2023 $ 548 2024 (8,956 ) 2025 6,247 2026 7,341 2027 7,557 Thereafter 52,498 Total future minimum lease payments 65,235 Less: interest (34,015 ) Present value of operating lease liabilities $ 31,220 As of September 30, 2023, the weighted average remaining lease term was 10.4 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 11.1%. The Company combines the lease and non-lease right-of-use The following table summarizes the effect of lease costs in the Company’s condensed consolidated statement of operations and comprehensive loss of its operating leases (in thousands): Nine Months Ended September 30, 2023 2022 Operating lease costs $ 4,335 $ 1,648 Variable lease costs 742 534 Total lease costs $ 5,077 $ 2,182 |
Genevant Agreement
Genevant Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Genevant Agreement | 10. Genevant Agreement In March 2023, the Company entered into a collaboration and license agreement (the “Genevant Agreement”) with Genevant Sciences GmbH (“Genevant”). Key financial terms under the Genevant Agreement are as follows: • The Company made a $2.5 million payment to Genevant in March 2023 upon execution of the Genevant Agreement and recorded the payment within research and development expense in the condensed consolidated statement of operations for the nine months ended September 30, 2023. • The Company will reimburse Genevant for certain out-of-pocket • Genevant is entitled to receive payments from the Company upon the achievement of certain milestones, including potential clinical milestone payments of up to $13.5 million, potential regulatory and development milestone payments of up to $27.0 million, and potential commercial milestone payments up to an aggregate total of $57.0 million. • Genevant is eligible to receive royalties at percentage rates in the mid-single-digits, As of September 30, 2023, no milestones have been achieved and the Company has recorded reimbursements of $0.8 million within research and development expense in the condensed consolidated statement of operations |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes for the years ended December 31, 2022 and 2021 was comprised as follows (in thousands): Year Ended December 31, 2022 2021 Current taxes: Federal $ — $ — State 10 2 Total current taxes 10 2 Deferred taxes: Federal — — State — — Total deferred taxes — — Total provision for income taxes $ 10 $ 2 A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2022 2021 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 6.1 % 9.9 % Tax credit carryforwards 6.2 % 6.2 % Permanent items (0.2 )% 12.5 % Change in valuation allowance (32.7 %) (49.4 %) Other (0.4 %) (0.2 )% Effective tax rate — % — % The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 19,580 $ 14,481 Tax credit carryforwards 5,477 1,871 Capitalized research and development 10,279 — Stock-based compensation 319 148 Deferred rent — 521 Operating lease liability 855 — Accrued expenses and other temporary differences 707 650 Total deferred tax assets 37,217 17,671 Less: valuation allowance (36,094 ) (17,091 ) Net deferred tax assets 1,123 580 Deferred tax liabilities: Operating right-of-use (552 ) Depreciation (571 ) (580 ) Total deferred tax liabilities (1,123 ) (580 ) Net deferred taxes $ — $ — As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of $72.1 million and $70.3 million, respectively. Federal NOLs may be carried forward indefinitely. State NOLs expire at various dates from 2038 through 2042. As of December 31, 2022, the Company had federal research and development tax credit carryforwards of $3.5 million that expire at various dates from 2040 through 2042. In addition, as of December 31, 2022, the Company had state research and development tax credit carryforwards of $2.6 million that expire at various dates from 2034 through 2037. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which primarily pertain to NOL carryforwards, tax credit carryforwards and capitalized research and development. The Company has determined that it is more likely than not that it will not realize the benefits of its deferred tax assets, and as a result, a valuation allowance of $36.1 million has been established at December 31, 2022. The increase in the valuation allowance of $19.0 million during the year ended December 31, 2022 was primarily due to the additional operating loss generated by the Company. NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code (“IRC”). This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. As a result of ownership changes in the Company from its inception through December 31, 2022, the Company’s NOL and tax credit carryforwards allocable to the periods preceding each such ownership change could be subject to limitations under IRC Section 382, however the Company has not yet completed an IRC Section 382 study. The Company had no unrecognized tax benefits as of either December 31, 2022 or 2021. The Company has not conducted a study of its research and development credit carryforwards generated during any year. This study, once completed, may result in an adjustment to the Company’s research and development credit carryforwards. However, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credit carryforwards, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated statements of operations and comprehensive loss if an adjustment were required. The Company files income tax returns in the United States federal tax jurisdiction and the Massachusetts state tax jurisdiction. Because the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available. As of December 31, 2022, the Company has not incurred any material interest or penalty charges. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies 790 Memorial Drive Lease In May 2020, the Company entered into an operating lease agreement (“the 790 Memorial Drive Lease”) to occupy 3,407 square feet of laboratory and office space at 790 Memorial Drive in Cambridge, Massachusetts. The 790 Memorial Drive Lease term commenced on June 15, 2020 and subsequently expired on June 30, 2021. Pursuant to ASC 840, the Company recorded total rent expense of $0.1 million for the year ended December 31, 2021 related to the 790 Memorial Drive Lease. OKS Building 600/700 Lease In August 2020, the Company entered into an operating lease agreement (the “OKS Building 600/700 Lease”) to occupy 12,165 square feet of laboratory and office space at One Kendall Square in Cambridge, Massachusetts (the “OKS Facility”). The OKS Building 600/700 Lease term commenced on January 21, 2021 and was originally set to expire on January 31, 2024. The Company provided the landlord with a security deposit in the form of a $0.3 million letter of credit, which was originally recorded as restricted cash and included within “Other non-current The OKS Building 600/700 Lease also provided the Company with a tenant improvement allowance of $2.4 million, the entirety of which was utilized as of December 31, 2021. Leasehold improvements related to the OKS Building 600/700 Lease were originally being amortized over the lease term, commencing with the date that the leasehold improvements were placed into service. OKS Sublease In October 2021, the Company entered into an operating sublease agreement (the “OKS Sublease”) with an unrelated biotechnology company to occupy an additional 5,094 square feet of laboratory and office space in the OKS Facility. The OKS Sublease term commenced on October 25, 2021 and was originally set to expire on March 31, 2023, unless the sublessor notified the Company in writing by July 1, 2022 that it wished to extend the sublease term through December 31, 2024. The Company provided the sublessor with a security deposit in the form of a $0.2 million letter of credit, which was originally recorded as restricted cash and included within “Other non-current December 31, 2021 OKS Sublease Extension and OKS Combined Facility Lease In May 2022, the sublessor of the OKS Sublease provided the lease extension notification to the Company. As a result of this election, commencing on June 1, 2022, the Company was required to take control over an additional 5,302 square feet for a total occupancy of 10,396 square feet. In August 2022, however, the Company entered into an amended lease agreement (the “OKS Combined Facility Lease”) with the landlord of the OKS Facility, the primary effects of which were the following: • Effective September 1, 2022, the space originally leased from the unrelated biotechnology company would now be leased directly from the OKS Facility landlord. • The monthly lease payment amounts owed by the Company were not modified from the original One Kendall Square Sublease, however the Company is now obligated to make an additional payment of $0.3 million at the conclusion of the OKS Combined Facility Lease term. • The lease term for the entirety of the Company’s leased space at the One Kendall Square Facility was amended to expire on December 31, 2023. • The Company provided the landlord of the OKS Facility with an additional security deposit in the form of a $0.3 million letter of credit. The $0.3 million letter of credit previously issued to the sublessor of the OKS Sublease was subsequently cancelled. Accounting under ASC 840 As the Company obtained access to the OKS Building 600/700 Lease space in August 2020, it concluded that this represented the lease commencement date for accounting purposes. Prior to the adoption of ASC 842, and pursuant to the legacy guidance within ASC 840, the Company recorded rent expense on a straight-line basis from this date through the end of the lease term and also recorded deferred rent on the consolidated balance sheets. The Company recorded the tenant improvement allowance as a deferred lease incentive and was amortizing the deferred lease incentive as a reduction of rent expense ratably over the lease term. For the OKS Sublease, the Company similarly recorded rent expense on a straight-line basis through the full potential lease term that would expire on December 31, 2024. The full potential lease term was utilized as the lease extension provision was at the sole discretion of the sublessor. In addition, this straight-line rent expense calculation assumed that, as of April 1, 2023, the Company would occupy the entire 10,396 As of December 31, 2021, the future minimum lease payments due under the OKS Building 600/700 Lease and the OKS Sublease were as follows (in thousands): Future Minimum Lease Payments 2022 $ 1,779 2023 2,315 2024 1,067 Total future minimum lease payments $ 5,161 Pursuant to ASC 840, the Company recorded total rent expense of $0.6 million for the year ended December 31, 2021 related to the OKS Building 600/700 Lease and the OKS Sublease. Accounting under ASC 842 As a result of the adoption of ASC 842 on January 1, 2022, the Company initially recorded right-of-use The Company then assessed the OKS Combined Facility Lease as a lease modification, concluding that the modification did not result in a separate contract pursuant to ASC 842-10-25-8. 842-10-25-15, As the OKS Combined Facility Lease term ends on December 31, 2023, the Company is now amortizing the leasehold improvements originally related to the OKS Building 600/700 Lease through December 31, 2023. Additionally, the combined $0.6 million letters of credit issued to the OKS Facility landlord are classified as restricted cash and included within “Prepaid expenses and other current assets” as of December 31, 2022. As of December 31, 2022, the future minimum lease payments due under the OKS Combined Facility Lease were as follows (in thousands): Amount 2023 $ 2,621 Less: effect of discounting (92 ) Total lease liability $ 2,529 Pursuant to ASC 842, the Company recorded operating lease expense of $1.4 million and variable lease expense of $0.7 million for the year ended December 31, 2022 related to the OKS Building 600/700 Lease, OKS Sublease and OKS Combined Facility Lease. As of December 31, 2022, the remaining lease term of the OKS Combined Facility Lease was 1.0 year. Cummings Park Sublease In February 2022, the Company entered into an operating sublease agreement (the “Cummings Park Sublease”) to occupy 18,148 square feet of laboratory and office space at Cummings Park in Woburn, Massachusetts. The Cummings Park Sublease term commenced on February 23, 2022 and will expire on July 31, 2024. Contemporaneously with the execution of the Cummings Park Sublease, the Company provided the landlord with a cash security deposit in the amount of $0.1 million. Pursuant to the terms of the Cummings Park Sublease, the Company was not obligated to make rental payments until 91 days after the Cummings Park Sublease commencement date (the “Cummings Park Rent Commencement Date”). Rental payments will escalate on each successive anniversary of the Cummings Park Rent Commencement Date. As of December 31, 2022, the future minimum lease payments due under the Cummings Park Sublease were as follows (in thousands): Amount 2023 $ 411 2024 212 Total remaining minimum lease payments 623 Less: effect of discounting (22 ) Total lease liability $ 601 Pursuant to ASC 842, the Company recorded operating lease expense of $0.3 million and variable lease expense of less than $0.1 million for the year ended December 31, 2022 related to the Cummings Park Sublease. As of December 31, 2022, the remaining lease term of the Cummings Park Sublease was 1.6 years. 60 First Street Lease In April 2022, the Company entered into an operating lease agreement (the “60 First Street Lease”) to occupy 50,453 square feet of laboratory and office space in Cambridge, Massachusetts (the “60 First Street Facility”). The 60 First Street Lease term will commence on the later of i) the substantial completion of the landlord’s base building improvements or ii) October 31, 2022 (such date the “60 First Street Lease Commencement Date”). Rental payments will commence 12 months following the 60 First Street Lease Commencement Date (such date the “60 First Street Rent Commencement Date”), and the 60 First Street Lease will expire on the last day of the 120 th The Company provided the landlord with a security deposit in the form of a $4.5 million letter of credit, which has been recorded as restricted cash and included within “Other non-current As of December 31, 2022, the landlord had not yet delivered the 60 First Street Facility to the Company. Accordingly, the Company concluded that the lease commencement date had not occurred and no right-of-use Litigation The Company is not a party to any litigation, nor had it established any reserves for litigation liabilities as of December 31, 2022 or 2021. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
Defined Contribution Plan [Abstract] | |
401(k) Savings Plan | 14. 401(k) Savings Plan The Company has a defined-contribution savings plan under Section 401(k) of the IRC (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation, subject to statutory limitations. Beginning on April 1, 2022, the Company matches 100% of an employee’s 401(k) contributions up to a maximum of 3% of the participant’s salary, subject to employer match limitations under the IRC. As such, the Company made $0.2 million of matching contributions to the 401(k) Plan during the year ended December 31, 2022. The Company did not make any matching contributions during the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions As a result of Atlas’ ownership of the Company’s Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock, Atlas represents an affiliate of the Company. During the years ended December 31, 2022 and 2021, the Company incurred expenses of less than $0.1 million and $0.1 million, respectively, related to consulting services provided by an affiliate of Atlas. As of December 31, 2021, the Company had amounts due to this affiliate of $0.1 million. No such amounts were due to this affiliate as of December 31, 2022. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 12. Net Loss per Share For purposes of the diluted net loss per share calculation, convertible preferred stock, outstanding stock options, outstanding warrants and unvested restricted common stock are considered to be potentially dilutive securities, however the following common stock equivalents were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): September 30, December 31, Series Seed Preferred Stock 13,781 13,781 Series A Preferred Stock 40,848 40,848 Series B-1 22,222 22,222 Series B-2 20,863 4,496 Unvested restricted common stock 4 58 Outstanding stock options 12,304 9,280 Outstanding warrant 162 162 Total 110,184 90,847 | 16. Net Loss per Share The following common stock equivalents have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Year Ended December 31, 2022 2021 Series Seed Preferred Stock 13,781 13,781 Series A Preferred Stock 40,848 40,848 Series B-1 22,222 22,222 Series B-2 4,496 4,496 Unvested restricted common stock 58 488 Outstanding stock options 9,280 8,322 Outstanding warrant 162 162 Total 90,847 90,319 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 13. Subsequent Events The Company has completed an evaluation of all subsequent events after the unaudited condensed consolidated balance sheet date of September 30, 2023 through November 6, 2023, the date these condensed consolidated financial statements were issued, to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2023, and events that occurred subsequently but were not recognized in the condensed consolidated financial statements. Except as disclosed elsewhere in Note 1 to the condensed consolidated financial statements, the Company concluded that no events or transactions have occurred that require disclosure in the accompanying condensed consolidated financial statements. | 17. Subsequent Events The Company has evaluated subsequent events for recognition and disclosure purposes through July 27, 2023, the date these consolidated financial statements were issued. Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements. Genevant Agreement In March 2023, the Company entered into a collaboration and license agreement (the “Genevant Agreement”) with Genevant Sciences GmbH (“Genevant”) to combine the Company’s RNA editing technology with Genevant’s lipid nanoparticle technology to develop and potentially commercialize an RNA therapeutic for alpha-1 • The Company made a $2.5 million payment to Genevant in March 2023 upon execution of the Genevant Agreement. • The Company will reimburse Genevant for certain out-of-pocket • Genevant is entitled to receive payments from the Company upon the achievement of specified clinical, regulatory and commercial milestones, including potential precommercial milestone payments up to an aggregate total of $40.5 million per product and potential commercial milestone payments up to an aggregate total of $57.0 million. • Genevant is eligible to receive royalties at tiered percentage rates beginning in the mid-single-digits, The Company has paid Genevant $2.8 million through July 27, 2023, the date these consolidated financial statements were issued, and has recorded the $2.5 million nonrefundable, payment within research and development expense in the condensed consolidated statement of operations for the three months ended March 31, 2023. Sale of Series B-2 In March 2023, the holders of the Series B Preferred Stock elected to waive the conditions of the Series B Milestone Closing and exercise the Series B Tranche Right. Accordingly, the holders purchased 16,366,905 shares of Series B-2 Merger Agreement & Pre-Closing On July 14, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”) and Frequency Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Frequency (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Korro Bio, Inc., with Korro Bio, Inc. surviving the Merger as a wholly owned subsidiary of Frequency (the “merger”). In contemplation of the proposed merger, the Company also entered into a subscription agreement with certain parties to purchase shares of the Company’s common stock for an aggregate purchase price of approximately $117.3 million (the “pre-closing Subject to the terms and conditions of the Merger Agreement, immediately prior to the effective time of the merger (“Effective Time”), each then outstanding share of the Company’s common stock (including common stock issued upon the conversion of the Company’s preferred stock but excluding the common stock issued in the pre-closing The Company’s pre-closing pre-closing The merger and the pre-closing |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The condensed consolidated financial statements include the accounts of Korro Bio, Inc. and its wholly-owned subsidiary, Korro Mass Securities, Inc., which was established in December 2020. All intercompany transactions and balances have been eliminated in consolidation. | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These consolidated financial statements have been prepared on the going concern basis of accounting, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements include the accounts of Korro Bio, Inc. and its wholly-owned subsidiary, Korro Mass Securities, Inc., which was established in December 2020. All intercompany transactions and balances have been eliminated in consolidation. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. The Company operates only in the United States. | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2023, and the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of convertible preferred stock and stockholders’ deficit and condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and the results of its operations and its cash flows for the nine months ended September 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2023 and 2022 are also unaudited. The results for the nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, accrued expenses and stock-based compensation expense. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, accrued expenses and stock-based compensation expense. During the year ended December 31, 2021, the Company’s estimates also included the valuation of the preferred stock tranche asset and liability related to the Series A Preferred Stock. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |
Cash Equivalents | Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury obligations. Cash equivalents are reflected at fair value based on quoted market prices, as further described in Note 3, “Fair Value Measurements”. | |
Investments | Investments Investments consist of securities with original maturities greater than three months when purchased. Short-term investments consist of investments that are available for use in current operations. Long-term investments consist of investments with maturities of greater than one year that are not available for use in current operations. The Company did not maintain any long-term investments as of December 31, 2022 or 2021. The Company classifies all of its investments as available-for-sale available-for-sale The Company reviews its investment portfolio to identify and evaluate investments that have indicators of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and consists of laboratory equipment, furniture and office equipment, computer equipment, leasehold improvements, and construction in progress. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternative future use. Expenditures for repairs and maintenance are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Property and equipment not yet placed into service is capitalized as construction in progress and is depreciated once placed into service. Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation, including depreciation for assets recorded under capital leases, is calculated over the estimated useful lives of the assets using the straight-line method. | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the carrying value of the asset to the future undiscounted cash flows from the use and eventual disposition of the asset. If an asset is considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. | |
Research and Development Expenses | Research and Development Expenses Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties, academic and non-profit non-cash in-process Non-refundable As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts and purchase orders, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract | |
Intellectual Property Expenses | Intellectual Property Expenses The Company expenses legal costs related to patent applications as they are incurred. Such costs are classified as general and administrative expenses within the consolidated statements of operations and comprehensive loss. | |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation-Stock Compensation non-employees non-employees, The Company estimates the grant date fair value of its common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation then applied to arrive at an indication of value for the common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold convertible preferred stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options and restricted stock at each valuation date, as applicable. In addition to the grant date fair value of the Company’s common stock, the Black-Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk-free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as proscribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk-free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because there is no public market for the Company’s common stock, there is a lack of Company-specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility on the historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur. | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions using a more-likely-than-not Interest and penalty charges, if any, related to income taxes would be classified as a component of the “Provision for income taxes” in the consolidated statements of operations and comprehensive loss. | |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including any dilutive effect from convertible preferred stock, outstanding stock options, outstanding warrants or unvested restricted common stock. The Company follows the two-class two-class two-class | |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of Credit Risk and Off-Balance Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. Cash balances are deposited with federally-insured financial institutions in the United States and may, at times, exceed federally-insured limits. The Company maintains its cash, cash equivalents and investments with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s cash equivalents are comprised of money market funds that are invested in U.S. Treasury and government agency obligations. The Company’s investments are comprised of commercial paper and government securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality. The Company has no significant off-balance | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) 2018-11, Leases (Topic 842): Targeted Improvements Leases 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Accordingly, the Company adopted ASC 842, as amended, on January 1, 2022 using the modified retrospective approach, which provides a method for recording existing leases at adoption and does not require restating comparative financial information. For the comparative period presented in these consolidated financial statements, lease-related disclosures continue to be presented in accordance with ASC 840. The Company also elected to utilize certain practical expedients under ASC 842, which among other things, permit the Company to i) maintain the lease classification for any existing leases, ii) maintain the Company’s determination as to whether any expired or existing contracts are or contain leases and iii) not separate nonlease components. Additionally, the Company elected an accounting policy whereby it does not apply the recognition requirements of ASC 842 to short-term leases with a term of 12 months or less. Upon the adoption of ASC 842, the Company removed its legacy deferred rent balances that were previously recorded under ASC 840 and established an operating lease right-of-use The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASC 842 (in thousands): January 1, 2022 Prior to the Adoption Effect of Adoption Subsequent to the Operating lease right-of-use $ — $ 2,922 $ 2,922 Operating lease liabilities, current portion $ — $ 1,577 $ 1,577 Deferred rent, current portion $ 939 $ (939 ) $ — Operating lease liabilities, net of current portion $ — $ 3,253 $ 3,253 Deferred rent, net of current portion $ 969 $ (969 ) $ — The adoption of ASC 842 did not have a material impact on the consolidated statement of operations and comprehensive loss or the consolidated statement of cash flows for the year ended December 31, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 step-up |
Recent Accounting Pronouncements-Yet to be Adopted | Recent Accounting Pronouncements-Yet In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Accordingly, the Company will adopt this new standard effective January 1, 2023 2016-13 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Summary of Financial Statement Line Item Affected by the Adoption of ASC 842 | The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASC 842 (in thousands): January 1, 2022 Prior to the Adoption Effect of Adoption Subsequent to the Operating lease right-of-use $ — $ 2,922 $ 2,922 Operating lease liabilities, current portion $ — $ 1,577 $ 1,577 Deferred rent, current portion $ 939 $ (939 ) $ — Operating lease liabilities, net of current portion $ — $ 3,253 $ 3,253 Deferred rent, net of current portion $ 969 $ (969 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Summary of Assets Measured at Fair Value on a Recurring Basis | Assets measured at fair value on a recurring basis as of September 30, 2023 were as follows (in thousands): Total Quoted Prices in Significant Other Significant (Level 3) Money market funds, included in cash and cash equivalents $ 43,490 $ 43,490 $ — $ — Total $ 43,490 $ 43,490 $ — $ — Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Total Quoted Prices in Significant Other Significant (Level 3) Money market funds, included in cash and cash equivalents $ 14,904 $ 14,904 $ — $ — Short-term investments: Commercial paper 14,935 — 14,935 — Government securities 3,980 — 3,980 — Total $ 33,819 $ 14,904 $ 18,915 $ — | Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Total Quoted Prices in Significant Other Significant Money market funds, included in cash and cash equivalents $ 14,904 $ 14,904 $ — $ — Short-term investments: Commercial paper 14,935 — 14,935 — Government securities 3,980 — 3,980 — Total $ 33,819 $ 14,904 $ 18,915 $ — Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Total Quoted Prices in Significant Other Significant Money market funds, included in cash and cash equivalents $ 71,579 $ 71,579 $ — $ — Short-term investments: Corporate debt securities 12,078 — 12,078 — Commercial paper 22,962 — 22,962 — Total $ 106,619 $ 71,579 $ 35,040 $ — |
Summary of Reconciliation of the Preferred Stock Tranche Liability | The following table provides a reconciliation of the preferred stock tranche liability (in thousands): Preferred Stock Balance at December 31, 2020 $ (11,054 ) Change in fair value upon exercise of Series A Tranche Right 13,505 Reclassification to Series A Preferred Stock upon extinguishment (2,451 ) Balance at December 31, 2021 $ — |
Investments (Tables)
Investments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Summary of Short Term Investments and Cash Equivalents | Short-term investments as of December 31, 2022 were comprised as follows (in thousands): Amortized Cost Unrealized Unrealized Fair Value Commercial paper $ 14,935 $ — $ — $ 14,935 Government securities 3,985 — (5 ) 3,980 Total $ 18,920 $ — $ (5 ) $ 18,915 | Cash equivalents and short-term investments as of December 31, 2022 were comprised as follows (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds, included in cash and cash equivalents $ 14,904 $ — $ — $ 14,904 Short-term investments: Commercial paper 14,935 — — 14,935 Government securities 3,985 — (5 ) 3,980 Total $ 33,824 $ — $ (5 ) $ 33,819 Cash equivalents and short-term investments as of December 31, 2021 were comprised as follows (in thousands): Amortized Cost Unrealized Unrealized Fair Value Money market funds, included in cash and cash equivalents $ 71,579 $ — $ — $ 71,579 Short-term investments: Corporate debt securities 12,085 — (7 ) 12,078 Commercial paper 22,962 — — 22,962 Total $ 106,626 $ — $ (7 ) $ 106,619 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash as of September 30, 2023 and 2022 that sums to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2023 2022 Cash and cash equivalents $ 46,119 $ 48,113 Restricted cash 5,174 5,294 Cash, cash equivalents and restricted cash $ 51,293 $ 53,407 | The following table provides a reconciliation of cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 that sums to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 36,333 $ 83,492 Restricted cash 5,144 552 Cash, cash equivalents and restricted cash $ 41,477 $ 84,044 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment Net | Property and equipment, net, as of December 31, 2022 and 2021 was comprised as follows (in thousands): Estimated Useful Life December 31, (in Years) 2022 2021 Laboratory equipment 5 $ 8,441 $ 4,364 Furniture and office equipment 4 477 262 Computer equipment 3 213 50 Leasehold improvements Shorter of useful life or remaining lease term 2,941 2,883 Construction in progress 2,049 631 Total property and equipment, gross 14,121 8,190 Less: accumulated depreciation (4,255 ) (1,744 ) Total property and equipment, net $ 9,866 $ 6,446 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disclosure Of Accrued Expenses And Other Current Liabilities [Abstract] | ||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 were comprised as follows (in thousands): September 30, December 31, Annual bonus $ 2,356 $ 2,198 External research and development services 1,910 274 Other employee compensation and benefits 146 426 Financing costs 808 — Other operating expenses 491 277 Total accrued expenses and other current liabilities $ 5,711 $ 3,175 | Accrued expenses and other current liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands): December 31, 2022 2021 Annual bonus $ 2,198 $ 1,883 Other employee compensation and benefits 426 401 External research and development services 274 440 Other operating expenses 277 497 Total accrued expenses and other current liabilities $ 3,175 $ 3,221 |
SVB Agreement (Tables)
SVB Agreement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Determine The Fair Value Of The Warrant Upon Issuance | To determine the fair value of the warrant upon issuance, the Company utilized the Black-Scholes option-pricing model with the following assumptions: Assumption Risk-free interest rate 1.1 % Expected dividend yield — % Expected term (in years) 10.0 Expected volatility 72.9 % |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Reserved for Future Issuance | As of September 30, 2023 and December 31, 2022, the Company had reserved for future issuance the following number of shares of common stock (in thousands): September 30, December 31, Conversion of outstanding Series Seed Preferred Stock 13,781 13,781 Conversion of outstanding Series A Preferred Stock 40,848 40,848 Conversion of outstanding Series B-1 22,222 22,222 Conversion of outstanding Series B-2 20,863 4,496 Future issuances of Series B-2 — 16,367 Vesting of restricted common stock 4 58 Exercises of outstanding stock options 12,304 9,280 Exercise of outstanding warrant 162 162 Future issuances under 2019 Stock Incentive Plan 950 3,218 Total reserved for future issuance 111,134 110,432 | As of December 31, 2022 and 2021, the Company had reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2022 2021 Conversion of outstanding Series Seed Preferred Stock 13,781 13,781 Conversion of outstanding Series A Preferred Stock 40,848 40,848 Conversion of outstanding Series B-1 22,222 22,222 Conversion of outstanding Series B-2 4,496 4,496 Future issuances of Series B-2 16,367 16,367 Vesting of restricted common stock 58 488 Exercises of outstanding stock options 9,280 8,322 Exercise of outstanding warrant 162 162 Future issuances under 2019 Stock Incentive Plan 3,218 4,361 Total reserved for future issuance 110,432 111,047 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Components of Stock-Based Compensation Expense Recognized | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023 and 2022 was as follows (in thousands): Nine Months Ended September 30, 2023 2022 Research and development $ 402 $ 182 General and administrative 752 723 Total stock-based compensation expense $ 1,154 $ 905 | Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 243 $ 137 General and administrative 897 670 Total stock-based compensation expense $ 1,140 $ 807 |
Summary of Activity Under RSU Plans | The following table summarizes restricted common stock activity during the nine months ended September 30, 2023 (in thousands, except per share amounts): Shares Weighted-Average Grant Unvested as of December 31, 2022 58 $ 0.03 Granted — $ — Vested (54 ) $ 0.01 Repurchased — $ — Unvested as of September 30, 2023 4 $ 0.04 | The following table summarizes restricted common stock activity during the year ended December 31, 2022 (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value per Share Unvested as of December 31, 2021 488 $ 0.02 Granted — $ — Vested (430 ) $ 0.01 Repurchased — $ — Unvested as of December 31, 2022 58 $ 0.03 |
Summary of Fair Value Assumptions on Stock Options Granted | The fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.6 % 1.9 % Expected dividend yield — % — % Expected term (in years) 6.0 6.1 Expected volatility 69.5 % 73.4 % | The fair value of stock options granted during the years ended December 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 2.5 % 1.0 % Expected dividend yield — % — % Expected term (in years) 6.0 6.0 Expected volatility 72.9 % 71.9 % |
Summary of Activity Under Stock Option Plans | The following table summarizes changes in stock option activity during the nine months ended September 30, 2023 (in thousands, except per share amounts): Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 9,280 $ 0.74 8.0 $ 2,953 Granted 4,050 $ 1.06 Exercised (533 ) $ 0.66 Cancelled (488 ) $ 1.00 Outstanding as of September 30, 2023 12,309 $ 0.84 8.1 $ 3,135 Exercisable at September 30, 2023 5,480 $ 0.67 7.3 $ 2,306 | The following table summarizes changes in stock option activity during the year ended December 31, 2022 (in thousands, except per share amounts): Options Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 8,322 $ 0.59 8.9 $ 4,478 Granted 3,156 $ 1.11 Exercised (176 ) $ 0.36 Cancelled (2,022 ) $ 0.73 Outstanding as of December 31, 2022 9,280 $ 0.74 8.0 $ 2,953 Exercisable at December 31, 2022 4,203 $ 0.60 7.1 $ 1,881 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision | The provision for income taxes for the years ended December 31, 2022 and 2021 was comprised as follows (in thousands): Year Ended December 31, 2022 2021 Current taxes: Federal $ — $ — State 10 2 Total current taxes 10 2 Deferred taxes: Federal — — State — — Total deferred taxes — — Total provision for income taxes $ 10 $ 2 |
Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2022 2021 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 6.1 % 9.9 % Tax credit carryforwards 6.2 % 6.2 % Permanent items (0.2 )% 12.5 % Change in valuation allowance (32.7 %) (49.4 %) Other (0.4 %) (0.2 )% Effective tax rate — % — % |
Summary of Deferred Tax Assets | The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 19,580 $ 14,481 Tax credit carryforwards 5,477 1,871 Capitalized research and development 10,279 — Stock-based compensation 319 148 Deferred rent — 521 Operating lease liability 855 — Accrued expenses and other temporary differences 707 650 Total deferred tax assets 37,217 17,671 Less: valuation allowance (36,094 ) (17,091 ) Net deferred tax assets 1,123 580 Deferred tax liabilities: Operating right-of-use (552 ) Depreciation (571 ) (580 ) Total deferred tax liabilities (1,123 ) (580 ) Net deferred taxes $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Lessee Operating Lease Liability Maturity [Line Items] | ||
Summary of Future Minimum Operating Lease Liabilities | As of December 31, 2021, the future minimum lease payments due under the OKS Building 600/700 Lease and the OKS Sublease were as follows (in thousands): Future Minimum Lease Payments 2022 $ 1,779 2023 2,315 2024 1,067 Total future minimum lease payments $ 5,161 | |
Summary of Future Operating Lease Liability | Future minimum lease payments for all leases, net of $11.0 million expected to be received and intended to be used related to the remaining tenant improvement allowance and rent credits associated with the 60 First Street Lease, as of September 30, 2023 were as follows (in thousands): As of September 30, 2023 Remaining of 2023 $ 548 2024 (8,956 ) 2025 6,247 2026 7,341 2027 7,557 Thereafter 52,498 Total future minimum lease payments 65,235 Less: interest (34,015 ) Present value of operating lease liabilities $ 31,220 | |
OKS Building Six Hundred By Seven Hundred And OKS Sub Lease Agreement After Amendment One [Member] | ||
Lessee Operating Lease Liability Maturity [Line Items] | ||
Summary of Future Operating Lease Liability | As of December 31, 2022, the future minimum lease payments due under the OKS Combined Facility Lease were as follows (in thousands): Amount 2023 $ 2,621 Less: effect of discounting (92 ) Total lease liability $ 2,529 | |
Cummings Park Sublease [Member] | ||
Lessee Operating Lease Liability Maturity [Line Items] | ||
Summary of Future Operating Lease Liability | As of December 31, 2022, the future minimum lease payments due under the Cummings Park Sublease were as follows (in thousands): Amount 2023 $ 411 2024 212 Total remaining minimum lease payments 623 Less: effect of discounting (22 ) Total lease liability $ 601 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Summary of Future Operating Lease Payments Due | Future minimum lease payments for all leases, net of $11.0 million expected to be received and intended to be used related to the remaining tenant improvement allowance and rent credits associated with the 60 First Street Lease, as of September 30, 2023 were as follows (in thousands): As of September 30, 2023 Remaining of 2023 $ 548 2024 (8,956 ) 2025 6,247 2026 7,341 2027 7,557 Thereafter 52,498 Total future minimum lease payments 65,235 Less: interest (34,015 ) Present value of operating lease liabilities $ 31,220 |
Summary of Lease Cost | The following table summarizes the effect of lease costs in the Company’s condensed consolidated statement of operations and comprehensive loss of its operating leases (in thousands): Nine Months Ended September 30, 2023 2022 Operating lease costs $ 4,335 $ 1,648 Variable lease costs 742 534 Total lease costs $ 5,077 $ 2,182 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Summary of Computation of Diluted Net Loss Per Share | For purposes of the diluted net loss per share calculation, convertible preferred stock, outstanding stock options, outstanding warrants and unvested restricted common stock are considered to be potentially dilutive securities, however the following common stock equivalents were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): September 30, December 31, Series Seed Preferred Stock 13,781 13,781 Series A Preferred Stock 40,848 40,848 Series B-1 22,222 22,222 Series B-2 20,863 4,496 Unvested restricted common stock 4 58 Outstanding stock options 12,304 9,280 Outstanding warrant 162 162 Total 110,184 90,847 | The following common stock equivalents have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Year Ended December 31, 2022 2021 Series Seed Preferred Stock 13,781 13,781 Series A Preferred Stock 40,848 40,848 Series B-1 22,222 22,222 Series B-2 4,496 4,496 Unvested restricted common stock 58 488 Outstanding stock options 9,280 8,322 Outstanding warrant 162 162 Total 90,847 90,319 |
The Company and Liquidity - Add
The Company and Liquidity - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | 50 Months Ended | |||
Nov. 03, 2023 | Jul. 14, 2023 | Mar. 31, 2023 | Jun. 30, 2020 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | $ 45,500 | ||||||
Frequency Therapeutics, Inc [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | $ 46,100 | ||||||
Merger Agreement [Member] | Frequency Therapeutics, Inc [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Number of shares of equity interests issuable to acquire entity | 5,161,114 | ||||||
Subsequent Event [Member] | Frequency Therapeutics, Inc [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Cash acquired from acquisition | $ 26,900 | ||||||
Subsequent Event [Member] | Pre-Closing Financing [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from issuance of common stock | $ 117,300 | ||||||
Pre-Closing Financing [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Common stock subscribed but not issued value | $ 117,300 | ||||||
Pre-Closing Financing [Member] | Frequency Therapeutics, Inc [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Number of shares of equity interests issuable to acquire entity | 2,077,864 | ||||||
Series Seed Convertible Preferred Stock [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | $ 15,900 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | $ 45,708 | 91,200 | |||||
Series B-1 convertible preferred stock [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | 57,739 | 57,700 | |||||
Series B-2 convertible preferred stock [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | $ 45,458 | $ 12,500 | $ 12,500 | ||||
Series B-2 convertible preferred stock [Member] | Subsequent Event [Member] | |||||||
Disclosure Of The Company And Liquidity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock | $ 45,500 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | $ 26,425 | $ 2,024 | |
Operating lease liabilities, current portion | 992 | 2,921 | |
Operating lease liabilities, net of current portion | $ 30,228 | $ 209 | |
Adoption of ASC 842 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | $ 2,900 | ||
Operating lease liabilities, current portion | 1,600 | ||
Operating lease liabilities, net of current portion | $ 3,300 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Financial Statement Line Item Affected by the Adoption of ASC 842 (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use asset | $ 26,425 | $ 2,024 | ||
Operating lease liabilities, current portion | 992 | 2,921 | ||
Deferred rent, current portion | $ 939 | $ 939 | ||
Operating lease liabilities, net of current portion | $ 30,228 | $ 209 | ||
Deferred rent, net of current portion | 969 | $ 969 | ||
Adoption of ASC 842 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use asset | 2,900 | |||
Operating lease liabilities, current portion | 1,600 | |||
Operating lease liabilities, net of current portion | 3,300 | |||
Effect of Adoption [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use asset | 2,922 | |||
Operating lease liabilities, current portion | 1,577 | |||
Deferred rent, current portion | (939) | |||
Operating lease liabilities, net of current portion | 3,253 | |||
Deferred rent, net of current portion | (969) | |||
Subsequent to the Adoption of ASC 842 [Member] | Adoption of ASC 842 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use asset | 2,922 | |||
Operating lease liabilities, current portion | 1,577 | |||
Operating lease liabilities, net of current portion | $ 3,253 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 43,490 | $ 33,819 | $ 106,619 |
Money market funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds, included in cash and cash equivalents | 43,490 | 14,904 | 71,579 |
Commercial paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 14,935 | 12,078 | |
Government securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 3,980 | 22,962 | |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 43,490 | 14,904 | 71,579 |
Level 1 [Member] | Money market funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds, included in cash and cash equivalents | $ 43,490 | 14,904 | 71,579 |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 18,915 | 35,040 | |
Level 2 [Member] | Commercial paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 14,935 | 12,078 | |
Level 2 [Member] | Government securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | $ 3,980 | $ 22,962 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of the Preferred Stock Tranche Liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value upon exercise of Series A Tranche Right | $ 13,500 |
Preferred Stock Tranche Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2020 | (11,054) |
Change in fair value upon exercise of Series A Tranche Right | 13,505 |
Reclassification to Series A Preferred Stock upon extinguishment | (2,451) |
Balance at December 31, 2021 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2020 | May 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Temporary equity stock issued during the period shares new issues | 2,232,143 | |||||||
Temporary equity issue price per share | $ 2.78 | $ 2.24 | $ 1 | |||||
Fair Value measurement gain loss | $ 13,500 | |||||||
Fair value, measurement recurring basis, liability, transfers, net | $ 0 | $ 0 | 0 | |||||
Fair Value, Recurring [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Liabilities, fair value disclosure | $ 0 | $ 0 | $ 0 | |||||
Series A Preferred Stock [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Liabilities, fair value disclosure | $ 2,500 | |||||||
Temporary equity stock issued during the period shares new issues | 20,424,108 | 20,424,108 | 20,424,108 | |||||
Temporary equity issue price per share | $ 2.24 | |||||||
Share price | $ 2.12 |
Investments - Summary of Short
Investments - Summary of Short Term Investments and Cash Equivalents (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 33,824 | $ 106,626 |
Unrealized Losses | (5) | (7) |
Fair Value | 33,819 | 106,619 |
Corporate debt securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 12,085 | |
Unrealized Losses | (7) | |
Fair Value | 12,078 | |
Commercial paper [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 14,935 | 22,962 |
Fair Value | 14,935 | 22,962 |
Government securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,985 | |
Unrealized Losses | (5) | |
Fair Value | 3,980 | |
Short-term investments [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 18,920 | |
Unrealized Losses | (5) | |
Fair Value | 18,915 | |
Money market funds [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 14,904 | 71,579 |
Fair Value | $ 14,904 | $ 71,579 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Short-term investments | $ 0 | $ 18,915 | $ 35,040 |
Debt securities, available-for-sale, unrealized loss position | 0 | ||
Debt securities, available-for-sale, continuous unrealized loss position | $ 4,000 | $ 12,100 | |
Impairment on short-term investments | $ 0 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Current restricted cash | $ 1.8 | $ 0.6 | |
Noncurrent restricted cash | $ 3.4 | $ 4.5 | $ 0.6 |
Restricted Cash - Summary of Re
Restricted Cash - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 46,119 | $ 36,333 | $ 48,113 | $ 83,492 | |
Restricted cash | 5,174 | 5,144 | 5,294 | 552 | |
Cash, cash equivalents and restricted cash | $ 51,293 | $ 41,477 | $ 53,407 | $ 84,044 | $ 39,694 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment gross | $ 14,121 | $ 8,190 | ||
Depreciation expense | $ 2,645 | $ 1,760 | 2,511 | 1,595 |
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment gross | $ 2,049 | $ 631 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property Plant and Equipment Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | $ 14,121 | $ 8,190 | |
Less: accumulated depreciation | (4,255) | (1,744) | |
Total property and equipment, net | $ 9,866 | $ 6,446 | $ 12,892 |
Laboratory equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 5 years | 5 years | |
Property plant and equipment gross | $ 8,441 | $ 4,364 | |
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 4 years | 4 years | |
Property plant and equipment gross | $ 477 | $ 262 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 3 years | 3 years | |
Property plant and equipment gross | $ 213 | $ 50 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life description | Shorter of useful life or remaining lease term | Shorter of useful life or remaining lease term | |
Property plant and equipment gross | $ 2,941 | $ 2,883 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | $ 2,049 | $ 631 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Accrued Expenses And Other Current Liabilities [Abstract] | |||
Annual bonus | $ 2,356 | $ 2,198 | $ 1,883 |
External research and development services | 1,910 | 274 | 440 |
Other employee compensation and benefits | 146 | 426 | 401 |
Financing costs | 808 | ||
Other operating expenses | 491 | 277 | 497 |
Total accrued expenses and other current liabilities | $ 5,711 | $ 3,175 | $ 3,221 |
SVB Agreement - Schedule of Det
SVB Agreement - Schedule of Determine the Fair Value of the Warrant Upon Issuance (Detail) - Silicon Valley Bank [Member] | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (in years) | 10 years |
Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding | 1,100 |
Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding | 0 |
Expected volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding | 72.9 |
SVB Agreement - Additional info
SVB Agreement - Additional information (Detail) - Silicon Valley Bank [Member] $ / shares in Units, shares in Thousands, $ in Millions | Dec. 31, 2022 USD ($) $ / shares shares |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity under the credit facility | $ 15 |
Line of credit | $ 0 |
Number of securities into which the class of warrant or right may be converted | shares | 162,000 |
Exercise price per share or per unit of warrants or rights outstanding | $ / shares | $ 0.58 |
Expiration date of outstanding warrant | Jan. 21, 2031 |
Fair value of warrant | $ 0.1 |
Common Stock - Additional Info
Common Stock - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |||
Common stock shares authorized | 117,138,030 | 115,838,000 | 115,838,000 |
Common stock dividends declared | $ 0 | $ 0 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved for Future Issuance (Detail) - shares shares in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Total reserved for future issuance | 111,134 | 110,432 | 111,047 |
Conversion of outstanding Series Seed Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 13,781 | 13,781 | 13,781 |
Conversion of outstanding Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 40,848 | 40,848 | 40,848 |
Conversion of outstanding Series B-1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 22,222 | 22,222 | 22,222 |
Conversion of outstanding Series B-2 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 20,863 | 4,496 | 4,496 |
Future issuances of Series B-2 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 0 | 16,367 | 16,367 |
Vesting of restricted common stock [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 4 | 58 | 488 |
Exercises of outstanding stock options [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 12,304 | 9,280 | 8,322 |
Exercise of outstanding warrant [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 162 | 162 | 162 |
Future issuances under 2019 Stock Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Total reserved for future issuance | 950 | 3,218 | 4,361 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 30, 2021 $ / shares shares | Jul. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2020 shares | Jun. 30, 2020 USD ($) shares | Aug. 31, 2019 shares | May 31, 2019 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2021 Directors $ / shares shares | Dec. 31, 2021 Member $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 01, 2021 $ / shares | Jul. 01, 2021 | Jun. 01, 2020 $ / shares | |
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 2,232,143 | |||||||||||||||||
Temporary equity issue price per share | $ 2.78 | $ 1 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.24 | ||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 45.5 | |||||||||||||||||
Minimum issue price per share for convesion of temporary preferred equity into permanent equity | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | ||||||||||||
Minimum gross proceeds as per underwriting for conversion of temporary equity into permanent equity | $ | $ 75 | |||||||||||||||||
Percentage Of Temporary Equity Holding Approval Required For Conversion Into Permanent Equity | 66% | 66% | 66% | 66% | 66% | 66% | 66% | |||||||||||
Milestone Based Series B One And Series BTwo Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 16,232,013 | |||||||||||||||||
Class of warrants or rights exercise price per share | $ 2.78 | |||||||||||||||||
Warrants To Subscribe For Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 20,424,108 | |||||||||||||||||
Class of warrants or rights exercise price per share | $ 2.24 | |||||||||||||||||
Fair value of liabilities issued during the period measured based on unobservable inputs | $ | $ 11.1 | |||||||||||||||||
Series Seed 1 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series C-2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series C-3 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 2,232,143 | 18,191,965 | ||||||||||||||||
Temporary equity issue price per share | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | |||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 45.5 | |||||||||||||||||
Embedded derivative value per share | 2.12% | |||||||||||||||||
Embedded derivative gain loss on embedded derivative net | $ | $ 13.5 | |||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity conversion price per share | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | $ 2.24 | ||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 4,932,950 | 17,289,273 | ||||||||||||||||
Temporary equity issue price per share | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | |||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 57.7 | |||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity conversion price per share | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | $ 2.61 | ||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series B-2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity issue price per share | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | ||||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 12.5 | |||||||||||||||||
Temporary equity dividend rate percentage | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Number of directors entitled to be elected on an as converted basis into common stock | 2 | 2 | ||||||||||||||||
Temporary equity conversion price per share | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | ||||||||||||
Temporary equity into permanent equity exchange ratio | 0.049688 | |||||||||||||||||
Series Seed 3 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity issue price per share | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | ||||||||||||
Temporary equity conversion price per share | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | ||||||||||||
Series Seed One And Series Two Redeemable Convertibe Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity conversion price per share | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||
Series B One And B Two Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 17,289,273 | |||||||||||||||||
Temporary equity issue price per share | $ 2.61 | |||||||||||||||||
Series Seed Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 7,780,769 | |||||||||||||||||
Temporary equity issue price per share | 1.3 | |||||||||||||||||
Series 3 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 7,780,769 | |||||||||||||||||
Temporary equity issue price per share | $ 1.3 | |||||||||||||||||
Series Seed 1 and Series Seed 2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 4,000,000 | |||||||||||||||||
Temporary equity issue price per share | 1 | $ 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 13.9 | |||||||||||||||||
Minimum [Member] | Series Seed 1 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||
Minimum [Member] | Series C-2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||
Minimum [Member] | Series C-3 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | ||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | 2.24 | 2.24 | 2.24 | 2.24 | 2.24 | 2.24 | ||||||||||||
Minimum [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | 2.61 | 2.61 | 2.61 | 2.61 | 2.61 | 2.61 | ||||||||||||
Minimum [Member] | Series B-2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity liquidation preference per share | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | $ 2.78 | ||||||||||||
One Investors Having Agreed To Subscribe Milestone Based B Two Redeemable Convertible Preferred Stock [Member] | Milestone Based Series B One And Series BTwo Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 134,892 | 134,892 | 134,892 | 134,892 | 134,892 | 134,892 | ||||||||||||
Waiver of Milestone Requirements and Exercise of Rights Relating to Subscribe for Temporary Equity [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 20,424,108 | 20,424,108 | ||||||||||||||||
Temporary equity issue price per share | $ 2.24 | |||||||||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 45.7 | $ 45.7 | ||||||||||||||||
Waiver Of Milestone Based Conditions And Subscription Of Temporary Equity By he Investor [Member] | Series B-2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 16,366,905 | 4,496,403 | ||||||||||||||||
Temporary equity issue price per share | $ 2.78 | |||||||||||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 45.5 | |||||||||||||||||
Atlas Venture Fund XI, L.P. [Member] | Series Seed 1 and Series Seed 2 Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Temporary equity stock issued during the period shares new issues | shares | 2,000,000 | |||||||||||||||||
Proceeds from exercise of options linked to issuers equity | $ | $ 2 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Components of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,154 | $ 905 | $ 1,140 | $ 807 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 402 | 182 | 243 | 137 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 752 | $ 723 | $ 897 | $ 670 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Activity under RSU Plans (Detail) - Restricted Stock [Member] - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Opening Balance, Share | 58 | 488 |
Granted | ||
Vested | (54) | (430) |
Repurchased | ||
Closing Balance, Share | 4 | 58 |
Weighted Average Opening Balance, Per Share | $ 0.03 | $ 0.02 |
Weighted Average,Granted | ||
Weighted Average,Vested | 0.01 | 0.01 |
Weighted Average,Repurchased | ||
Weighted Average Closing Balance, Per Share | $ 0.04 | $ 0.03 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Fair Value Assumptions on Stock Options Granted (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Risk-free interest rate | 3.60% | 1.90% | 2.50% | 1% |
Expected dividend yield | ||||
Expected term (in years) | 6 years | 6 years 1 month 6 days | 6 years | 6 years |
Expected volatility | 69.50% | 73.40% | 72.90% | 71.90% |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Activity under Stock Option Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Opening Balance, Options | 9,280 | 8,322 | |
Granted, Options | 4,050 | 3,156 | |
Exercised, Options | (533) | (176) | |
Cancelled, Options | (488) | (2,022) | |
Closing Balance, Options | 12,309 | 9,280 | 8,322 |
Closing Balance, Exercisable | 5,480 | 4,203 | |
Opening Balance, Weighted Average Exercise Price | $ 0.74 | $ 0.59 | |
Weighted Average Exercise Price, Granted | 1.06 | 1.11 | |
Weighted Average Exercise Price, Exercised | 0.66 | 0.36 | |
Weighted Average Exercise Price, Cancelled | 1 | 0.73 | |
Closing Balance, Weighted Average Exercise Price | 0.84 | 0.74 | $ 0.59 |
Closing Balance, Weighted Average Exercise Price, Exercisable | $ 0.67 | $ 0.6 | |
Weighted Average Remaining Contractual Term | 8 years 1 month 6 days | 8 years | 8 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 3 months 18 days | 7 years 1 month 6 days | |
Aggregate Intrinsic Value | $ 3,135 | $ 2,953 | $ 4,478 |
Aggregate Intrinsic Value, Exercisable | $ 2,306 | $ 1,881 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 111,134,000 | 111,134,000 | 110,432,000 | 111,047,000 | ||
Aggregate Intrinsic value of stock options exercised | $ 2,306 | $ 2,306 | $ 1,881 | |||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 4,000 | 4,000 | 58,000 | 488,000 | ||
Aggregate Fair value of awards vested | $ 100 | $ 400 | $ 500 | $ 300 | ||
Employee Stock Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 12,304,000 | 12,304,000 | 9,280,000 | 8,322,000 | ||
Weighted average grant date fair value of options granted | $ 0.69 | $ 0.74 | $ 0.73 | $ 0.41 | ||
Aggregate Intrinsic value of stock options exercised | $ 200 | $ 200 | $ 100 | $ 100 | $ 200 | |
Unrecognized stock based compensation cost | $ 3,900 | $ 3,900 | $ 2,500 | |||
Unrecognized stock based compensation cost, weighted average period of recognition | 2 years 8 months 12 days | 2 years 8 months 12 days | ||||
Two Thousand Nineteen Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock shares issuance | 2,219,565 | |||||
Common stock shares under 2019 plan | 15,048,960 | 13,748,930 | ||||
Common stock, capital shares reserved for future issuance | 949,921 | 949,921 | 3,217,888 |
Genevant Agreement - Additional
Genevant Agreement - Additional Information (Detail) - Collaboration and License Agreement [Member] - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Mar. 01, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate milestone payments received | $ 0 | ||
Reimbursements received | $ 0.8 | ||
Genevant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payment upon execution of the agreement | $ 2.5 | ||
Genevant [Member] | Potential Clinical Milestone Payments [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payment receivable | $ 13.5 | ||
Genevant [Member] | Potential Regulatory and Development Milestone Payments [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payment receivable | 27 | ||
Genevant [Member] | Commercial Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payment receivable | $ 57 |
Leases - Summary of Future Oper
Leases - Summary of Future Operating Lease Payments Due (Detail) - Massachusetts - 60 First Street Lease [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | May 31, 2023 |
Lessee Operating Lease Liability Maturity [Line Items] | ||
Remaining of 2023 | $ 548 | |
2024 | (8,956) | |
2025 | 6,247 | |
2026 | 7,341 | |
2027 | 7,557 | |
Thereafter | 52,498 | |
Total future minimum lease payments | 65,235 | |
Less: interest | (34,015) | |
Present value of operating lease liabilities | $ 31,220 | $ 26,800 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | ||
Operating lease costs | $ 4,335 | $ 1,648 |
Variable lease costs | 742 | 534 |
Total lease costs | $ 5,077 | $ 2,182 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) ft² | May 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 01, 2022 ft² | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right of use asset | $ 26,425 | $ 2,024 | ||
One Kendall Square Cambridge [Member] | MA [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of real estate | ft² | 22,561 | |||
Operating lease date of expiry | Dec. 31, 2023 | |||
Cummings Park Wobum [Member] | MA [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of real estate | ft² | 18,148 | |||
Operating lease date of expiry | Jul. 31, 2024 | |||
60 First Street Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of real estate | ft² | 50,453 | |||
Incentive from lessor | $ 13,100 | |||
60 First Street Lease [Member] | MA [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of real estate | ft² | 50,453 | |||
Operating lease right of use asset | $ 26,800 | |||
Operating lease liability | $ 31,220 | $ 26,800 | ||
Lessee operating lease term | 11 years | |||
Lessee operating lease payments due | $ 62,100 | |||
Incentive from lessor | 13,100 | |||
Tenanant improvement allowance utilized | $ 2,100 | |||
Lessee operating lease renewal term | 5 years | |||
Incentive from lessor net | $ 11,000 | |||
Operating lease weighted average remaining lease term | 10 years 4 months 24 days | |||
Operating lease weighted average discount rate | 11.10% | |||
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating leases weighted average remaning lease term | 3 months | |||
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating leases weighted average remaning lease term | 11 years |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current taxes: | ||
Federal | ||
State | 10 | 2 |
Total current taxes | 10 | 2 |
Deferred taxes: | ||
Federal | ||
State | ||
Total deferred taxes | ||
Total provision for income taxes | $ 10 | $ 2 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 6.10% | 9.90% |
Tax credit carryforwards | 6.20% | 6.20% |
Permanent items | (0.20%) | 12.50% |
Change in valuation allowance | (32.70%) | (49.40%) |
Other | (0.40%) | (0.20%) |
Effective tax rate |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets, Tax Deferred Expense [Abstract] | ||
Net operating loss carryforwards | $ 19,580 | $ 14,481 |
Tax credit carryforwards | 5,477 | 1,871 |
Capitalized research and development | 10,279 | |
Stock-based compensation | 319 | 148 |
Deferred rent | 521 | |
Operating lease liability | 855 | |
Accrued expenses and other temporary differences | 707 | 650 |
Total deferred tax assets | 37,217 | 17,671 |
Valuation allowance | (36,094) | (17,091) |
Net deferred tax assets | 1,123 | 580 |
Deferred tax liabilities: | ||
Operating right-of-use asset | (552) | |
Depreciation | (571) | (580) |
Total deferred tax liabilities | (1,123) | (580) |
Net deferred taxes |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Valuation allowance | 36,094 | $ 17,091 |
Deferred tax assets increase decrease in the valuation allowance | $ 19,000 | |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Period of cumulative change in ownership | 3 years | |
Internal Revenue Service (IRS) [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Cumulative change in ownership percentage | 50% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 72,100 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 70,300 | |
Tax Year 2040 to 2042 [Member] | Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry forward | 3,500 | |
Tax Period 2034 to 2037 [Member] | State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry forward | $ 2,600 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Operating Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,779 |
2023 | 2,315 |
2024 | 1,067 |
Total future minimum lease payments | $ 5,161 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Operating Lease Liability (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
OKS Building Six Hundred By Seven Hundred And OKS Sub Lease Agreement After Amendment One [Member] | |
Lessee Operating Lease Liability Maturity [Line Items] | |
2023 | $ 2,621 |
Less: effect of discounting | (92) |
Total lease liability | 2,529 |
Cummings Park Sublease [Member] | |
Lessee Operating Lease Liability Maturity [Line Items] | |
2023 | 411 |
2024 | 212 |
Total remaining minimum lease payments | 623 |
Less: effect of discounting | (22) |
Total lease liability | $ 601 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 01, 2021 ft² | Aug. 01, 2020 ft² | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2022 | Aug. 01, 2022 USD ($) | Jun. 30, 2022 ft² | Jun. 01, 2022 ft² | Apr. 01, 2022 ft² | Feb. 01, 2022 ft² | Jan. 01, 2022 | May 01, 2020 ft² | |
Lessee, Lease, Description [Line Items] | |||||||||||||||
Lessee operating lease not yet commenced term of contract | 120 months | ||||||||||||||
Total future minimum lease payments | $ 5,161 | ||||||||||||||
Tenant improvement allowances unutilized | $ 13,100 | $ 13,100 | |||||||||||||
Operating lease fixed costs | $ 4,335 | $ 1,648 | |||||||||||||
Operating lease variable lease costs | $ 742 | $ 534 | |||||||||||||
Sixty First Street Lease [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 50,453 | ||||||||||||||
Incentive from lessor | 13,100 | 13,100 | |||||||||||||
Total future minimum lease payments | 76,700 | 76,700 | |||||||||||||
Sixty First Street Lease [Member] | Upon Substantial Completion Of Tenant Improvements [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Estimated amount of security deposits | 3,400 | 3,400 | |||||||||||||
Sixty First Street Lease [Member] | Three Years After Lease Commencement [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Estimated amount of security deposits | 2,300 | 2,300 | |||||||||||||
Other Noncurrent Assets [Member] | Sixty First Street Lease [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Security deposits | 4,500 | $ 4,500 | |||||||||||||
MA [Member] | Cumming Park Sublease [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 18,148 | ||||||||||||||
Operating lease date of expiry | Jul. 31, 2024 | ||||||||||||||
Incentive from lessor | $ 100 | $ 100 | |||||||||||||
Operating lease fixed costs | 300 | ||||||||||||||
Operating lease variable lease costs | $ 100 | ||||||||||||||
Operating lease weighted average remaining lease term | 1 year 7 months 6 days | 1 year 7 months 6 days | |||||||||||||
MA [Member] | Sixty First Street Lease [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 50,453 | ||||||||||||||
Incentive from lessor | $ 13,100 | ||||||||||||||
Operating lease weighted average discount rate percentage | 11.10% | ||||||||||||||
Operating lease weighted average remaining lease term | 10 years 4 months 24 days | ||||||||||||||
Seven Hundred And Ninety Memorial Drive [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 3,407 | ||||||||||||||
Operating lease rental expenses | 100 | ||||||||||||||
OKS Building Six Hundred By Seven Hundred Lease [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 12,165 | ||||||||||||||
Operating lease date of expiry | Jan. 31, 2024 | ||||||||||||||
Incentive from lessor | 2,400 | ||||||||||||||
OKS Building Six Hundred By Seven Hundred Lease [Member] | MA [Member] | Other Noncurrent Assets [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Security deposits | 300 | ||||||||||||||
Operating Sublease Agreement With OKS [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 5,094 | ||||||||||||||
Operating lease date of expiry | Dec. 31, 2024 | ||||||||||||||
Operating Sublease Agreement With OKS [Member] | MA [Member] | Other Noncurrent Assets [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Security deposits | 200 | ||||||||||||||
OKS Sublease Agreement After Sublease Extension One [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 5,302 | ||||||||||||||
OKS Building Six Hundred By Seven Hundred Lease And OKS Sublease Agreement After Sublease Extension One [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 10,396 | ||||||||||||||
OKS Building Six Hundred By Seven Hundred Lease Agreement After Amendment One [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Operating lease date of expiry | Dec. 31, 2023 | ||||||||||||||
OKS Building Six Hundred By Seven Hundred And OKS Sub Lease Agreement After Amendment One [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Security deposits | $ 600 | $ 600 | |||||||||||||
Operating lease monthly rental payment required | $ 300 | ||||||||||||||
Operating lease additional monthly rent payment required | $ 300 | ||||||||||||||
Security deposits cancelled | $ 300 | ||||||||||||||
Operating lease weighted average discount rate percentage | 7.87% | ||||||||||||||
Operating lease fixed costs | 1,400 | ||||||||||||||
Operating lease variable lease costs | $ 700 | ||||||||||||||
Operating lease weighted average remaining lease term | 1 year | 1 year | |||||||||||||
OKS Building Six Hundred By Seven Hundred And OKS Sub Lease Agreement After Amendment One [Member] | MA [Member] | Other Noncurrent Assets [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Security deposits | $ 300 | $ 300 | |||||||||||||
OKS Six Hundred By Seven Hundred Lease And OKS Operating Sublease [Member] | MA [Member] | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Operating lease rental expenses | $ 600 | ||||||||||||||
Operating lease weighted average discount rate percentage | 5.09% |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan [Abstract] | ||
Deinfed contribution employer matching contribution percentage of match | 100% | |
Defined contribution employer matching contribution percent | 3% | |
Defined contribution plan employer discretionary contribution amount | $ 200 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Affiliate Of Atlas [Member] - Consulting Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Other sundry liabilities current | $ 0 | $ 100,000 |
Maximum [Member] | ||
Related Party Transaction [Line Items] | ||
Professional fees | $ 100,000 | |
Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Professional fees | $ 100,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share (Detail) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 110,184 | 90,847 | 90,319 |
Series Seed Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 13,781 | 13,781 | 13,781 |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 40,848 | 40,848 | 40,848 |
Series B-1 Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 22,222 | 22,222 | 22,222 |
Series B-2 Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 20,863 | 4,496 | 4,496 |
Unvested restricted common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4 | 58 | 488 |
Outstanding stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 12,304 | 9,280 | 8,322 |
Outstanding Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 162 | 162 | 162 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 5 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2023 | Jul. 27, 2023 | Mar. 01, 2023 | Jun. 01, 2020 | May 31, 2019 | |
Subsequent Event [Line Items] | |||||||||
Temporary equity stock issued during the period shares new issues | 2,232,143 | ||||||||
Temporary equity issue price per share | $ 2.78 | $ 2.24 | $ 1 | ||||||
Proceeds from redeemable convertible preferred stock | $ 45.5 | ||||||||
Series B-2 Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Temporary equity issue price per share | $ 2.78 | ||||||||
Proceeds from redeemable convertible preferred stock | $ 12.5 | ||||||||
Collaboration And License Agreement [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment upon execution of the agreement | $ 2.5 | ||||||||
Collaboration And License Agreement [Member] | Commercial Milestone [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Milestone payment receivable | $ 57 | ||||||||
Subsequent Event [Member] | Series B-2 Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Temporary equity stock issued during the period shares new issues | 16,366,905 | ||||||||
Temporary equity issue price per share | $ 2.78 | ||||||||
Proceeds from redeemable convertible preferred stock | $ 45.5 | ||||||||
Subsequent Event [Member] | Merger Agreement And Preclosing Financing [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock subscribed but not issued value | $ 117.3 | ||||||||
Subsequent Event [Member] | Collaboration And License Agreement [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment upon execution of the agreement | $ 2.5 | ||||||||
Aggregate payment made | $ 2.8 | ||||||||
Subsequent Event [Member] | Collaboration And License Agreement [Member] | Research and Development Expense [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Expenses incurred in connection with agreement | $ 2.5 | ||||||||
Subsequent Event [Member] | Collaboration And License Agreement [Member] | Product Milestone [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Milestone payment receivable | 40.5 | ||||||||
Subsequent Event [Member] | Collaboration And License Agreement [Member] | Commercial Milestone [Member] | Genevant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Milestone payment receivable | $ 57 |